/NOT FOR DISTRIBUTION TO THE UNITED
STATES/
CALGARY, Aug. 8, 2019 /CNW/ - Tidewater Midstream
and Infrastructure Ltd. ("Tidewater") (TSX:TWM) is
pleased to announce that it has closed its previously announced
$75 million bought deal financing
(the "Offering") of five-year convertible unsecured
subordinated debentures (the "Debentures"). The Debentures
have a coupon of 5.5 percent per annum, and a conversion price of
$1.86 per Tidewater common share
("Common Share").
The syndicate of underwriters was co-led by CIBC World
Markets Inc. and National Bank Financial Inc. and included RBC
Dominion Securities Inc., AltaCorp Capital Inc., Cormark Securities
Inc., Scotia Capital Inc., Macquarie Capital Markets Canada Ltd.,
Canaccord Genuity Corp., GMP Securities L.P., Raymond James Ltd.,
Beacon Securities Limited, Haywood Securities Inc., Industrial
Alliance Securities Inc., Desjardins Securities Inc. and Paradigm
Capital Inc.
Net proceeds from the Offering will initially be used to fund
the $14 million initial cash payment
related to the previously-announced acquisition from Pipestone
Energy Corp. of a 100% working interest in a strategic 30 MMcf/d
raw gas compression, 5,400 bbls/d condensate handling and
associated water disposal battery (the "Pipestone East
Battery"). The remaining proceeds will be used to repay
indebtedness under Tidewater's credit facilities, which are then
expected to be utilized to fund the $16
million remaining maximum commitment for the Pipestone East
Battery, to expand liquids handling equipment at Tidewater's
Pipestone gas plant, and for
general corporate purposes.
The Debentures, and the Common Shares issuable on maturity,
conversion or redemption thereof, have not and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Act"), and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements under the
Act. This press release does not constitute an offer to sell
or a solicitation of any offer to buy the common shares in the
United States.
It is anticipated that the Debentures will commence trading on
the Toronto Stock Exchange under the symbol "TWM.DB" as of market
open, or shortly thereafter, on August 8,
2019.
About Tidewater
Tidewater is traded on the TSX under the symbol "TWM".
Tidewater's business objective is to build a diversified midstream
and infrastructure company in the North American natural gas,
natural gas liquids ("NGL") and crude oil space. Its
strategy is to profitably grow and create shareholder value
through the acquisition and development of oil and gas
infrastructure. Tidewater plans to achieve its business objective
by providing customers with a full service, vertically integrated
value chain through the acquisition and development of oil and gas
infrastructure including: gas plants, pipelines, railcars, trucks,
export terminals and storage facilities.
Cautionary Notes
Advisory Regarding Forward-Looking Statements
In the interest of providing Tidewater's shareholders and
potential investors with information regarding Tidewater,
including management's assessment of Tidewater's future plans and
operations, certain statements in this press release are
"forward-looking information" within the meaning of applicable
Canadian securities legislation ("forward-looking statements"). In
some cases, forward-looking statements can be identified by
terminology such as "anticipate", "believe", "continue", "could",
"estimate", "expect", "forecast", "intend", "may", "objective",
"ongoing", "outlook", "potential", "project", "plan", "should",
"target", "would", "will" or similar words suggesting future
outcomes, events or performance. The forward-looking statements
contained in this press release speak only as of the date thereof
and are expressly qualified by this cautionary statement.
Specifically, this press release contains forward-looking
statements relating to but not limited to: our business strategies,
plans and objectives, and the use of proceeds from the offering of
Debentures. These forward-looking statements are based on certain
key assumptions regarding, among other things: our ability to
execute on our business plan; revenue expectations; our operating
activities; the availability and cost of labour and other industry
services; and current industry conditions, laws and regulations
continuing in effect (or, where changes are proposed, such changes
being adopted as anticipated). Readers are cautioned that such
assumptions, although considered reasonable by Tidewater at the
time of preparation, may prove to be incorrect.
Actual results achieved will vary from the information provided
herein as a result of numerous known and unknown risks and
uncertainties and other factors.
The above summary of assumptions and risks related to
forward-looking statements in this press release has been provided
in order to provide shareholders and potential investors with a
more complete perspective on Tidewater's current and future
operations and such information may not be appropriate for other
purposes. There is no representation by Tidewater that actual
results achieved will be the same in whole or in part as those
referenced in the forward-looking statements and Tidewater does not
undertake any obligation to update publicly or to revise any of the
included forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
by applicable securities law.
Neither the Toronto Stock Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Toronto
Stock Exchange) accepts responsibility for the adequacy or accuracy
of this release.
SOURCE Tidewater Midstream and Infrastructure Ltd.