CALGARY, AB, June 18, 2020 /CNW/ -
Pioneer Pipeline Disposition – Definitive Agreement
Tidewater Midstream and Infrastructure Ltd. ("Tidewater"
or the "Corporation") (TSX: TWM) is pleased to announce
that, with its partner TransAlta Corporation ("TransAlta"),
it has entered into a definitive Purchase and Sale Agreement with
respect to the previously announced sale of the Pioneer Pipeline to
NOVA Gas Transmission Ltd., a wholly-owned subsidiary of TC Energy,
for total cash consideration of $255.0
million (the "Pioneer Transaction"). The Pioneer
Pipeline is a 20 inch, 120km pipeline connecting Tidewater's
Brazeau River Complex to TransAlta's generating units at
Keephills along with an 11km
lateral to Sundance. Throughput from the Pioneer Pipeline is
approximately 130MMcf/d of natural gas. Proceeds of the
transaction will be split equally between Tidewater and TransAlta
pursuant to their existing Pioneer Pipeline partnership.
In addition, Tidewater and TransAlta have agreed to terms
whereby, upon closing of the Pioneer Transaction, TransAlta will
pay Tidewater $10.5 million for
certain ancillary assets not included in the Pioneer
Transaction, and for completion of some budgeted restoration work
along the Pioneer Pipeline route that was delayed until 2020 due to
weather.
Closing of the Pioneer Transaction is subject to certain
customary conditions for a transaction of this nature including
regulatory approval.
Tidewater will use the proceeds from the disposition to
accelerate its deleveraging plan and repay debt under its credit
facilities.
Second Quarter 2020 Dividend
Tidewater is pleased to announce that its Board of Directors has
declared a dividend for the second quarter 2020 of $0.01 per common share payable on or about
July 31, 2020 to shareholders of
record on June 30, 2020. The
ex-dividend date is June 29, 2020.
This dividend is an eligible dividend for the purpose of the Income
Tax Act (Canada).
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 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: refineries, 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: the sale of the Pioneer
Pipeline to NGTL and the sale of certain ancillary assets to
TransAlta Corporation (the "Proposed Transactions") and the
proceeds to be received by Tidewater from the Proposed
Transactions; and, Tidewater's projected use of proceeds from the
Proposed Transaction. These forward-looking statements are based on
certain key assumptions regarding, among other things: Tidewater's
ability to execute on its business plan; the timely receipt of all
governmental and regulatory approvals; that third parties will
provide any necessary support; that any third party projects
relating to the Corporation's divestitures will be sanctioned and
completed as expected; that there are no unforeseen events
preventing the performance of contracts; that there are no
unforeseen material changes related to the Corporation's
divestitures including the Proposed Transaction, that
counterparties will comply with contracts in a timely manner; new
commercial arrangements or current operations; our operating
activities; 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. These known and
unknown risks and uncertainties, include, but are not limited
to: the regulatory environment and decisions; the
possibility that governmental policies or laws may change or
governmental approvals may be delayed or withheld; failure to
negotiate and conclude any required commercial agreements or to
close the Proposed Transactions as planned and on the negotiated
terms; non-performance of agreements in accordance with their
terms; the impact of competitive entities and pricing; reliance on
key industry partners, alliances and agreements; the continuation
or completion of third-party projects; actions by governmental or
regulatory authorities including changes in tax laws and treatment,
construction delays; labour and material shortages; and certain
other risks detailed from time to time in Tidewater's public
disclosure documents including, among other things, those detailed
under the heading "Risk Factors" in Tidewater's most recent
management's discussion and analysis and annual information form
for the year ended December 31, 2019.
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.
Additional information relating to Tidewater is available on
SEDAR at www.sedar.com and at www.tidewatermidstream.com.
SOURCE Tidewater Midstream and Infrastructure Ltd.