CALGARY, AB, July 8, 2020 /CNW/ -
Shareholder Meeting Results
Tidewater Midstream and Infrastructure Ltd. ("Tidewater" or the
"Corporation") (TSX: TWM) is pleased to announce that at the annual
general and special meeting held in Calgary, Alberta on June 29, 2020 (the "Meeting") holders of common
shares of Tidewater: (i) elected Joel
MacLeod, Stephen Holyoake,
Douglas Fraser, Margaret A. (Greta) Raymond, Robert Colcleugh, Michael Salamon and Neil
McCarron to the Board of Directors; (ii) re-appointed Deloitte
LLP, as Tidewater's auditors; (iii) approved the unallocated
options under the Corporation's stock option plan; and (iv) passed
the non-binding advisory vote on the Corporation's approach to
executive compensation.
Further disclosure on the matters approved at the Meeting can be
found in the Management Information Circular dated May 26, 2020 and the Report of Voting Results for
the Meeting on SEDAR.
Election of Two New Directors
The Corporation is pleased to announce that at the Meeting Mr.
Michael Salamon and Mr. Neil McCarron, both of Birch Hill Equity
Partners Management Inc. ("Birch Hill"), were elected to the Board
of Directors. The election of Messrs Salamon and McCarron
will add significant capital allocation experience and financial
acumen to complement an already strong board with a diverse set of
skills. The Board and Management look forward to continuing
to work with Birch Hill,
Tidewater's largest shareholder, and its representatives.
Guidance reiterate
Tidewater is pleased to announce that while general economic
conditions gradually recover it reiterates its forecasted Adjusted
EBITDA guidance to range from $175
million - $185 million for the
full year 2020. Year-end net debt to Adjusted EBITDA,
assuming closing of the previously announced sale of the Pioneer
Pipeline, is expected to be approximately 3.0x to 3.5x.
Environmental, Social and Governance Disclosure
Update
The Corporation remains committed to improve its Environmental,
Social and Governance ("ESG") performance and disclosure by
investing in infrastructure to increase energy and natural resource
efficiency, reduce emissions, enhance environmental performance and
by posting ESG metric disclosure on its website. Tidewater's ESG
Committee meets weekly and has now developed a website interface
for all stakeholders to view its ESG performance metrics. This
information is available at www.tidewatermidstream.com/esg/.
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.
Additional information relating to Tidewater is available on
SEDAR at www.sedar.com and at www.tidewatermidstream.com.
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 Tidewater's future
financial position including forecasted Adjusted EBITDA and net
debt to Adjusted EBITDA. 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 for its
proposed transactions; that there are no unforeseen material
changes related to the Corporation's divestiture of the Pioneer
Pipeline, the outlook for general economic trends, industry trends
and commodity prices. 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 sale of the Pioneer Pipeline 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. In addition, the effects and impacts of the recent
COVID-19 pandemic on Tidewater's business, the global economy and
markets are unknown at this time and could cause Tidewater's actual
results to differ materially from the forward-looking statements in
this press release
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.
Non-GAAP Measures
This press release refers to Adjusted EBITDA and net debt which
are supplemental financial measures ("Non-GAAP Measures") that do
not have standardized meanings under International Financial
Reporting Standards ("IFRS") representing GAAP. Since
Non-GAAP Measures do not have a standardized meaning prescribed by
GAAP and are therefore unlikely to be comparable to similar
measures presented by other companies, securities regulators
require that Non-GAAP Measures are clearly defined, qualified and
reconciled to their nearest GAAP measure. These Non-GAAP
Measures are calculated and disclosed on a consistent basis from
period to period. Specific adjusting items may only be
relevant in certain periods. The intent of Non-GAAP Measures
is to provide additional useful information respecting Tidewater's
financial and operations performance to investors though the
measures do not have any standardized meaning under IFRS. The
measures should not therefore be considered in isolation or used in
substitute for measures of performance prepared in accordance with
IFRS. Other issuers may calculate these Non-GAAP Measures
differently.
Investors should be cautioned that these measures should not be
construed as alternatives to revenue, earnings, cash flow from
operating activities, gross profit or other measures of financial
results determined in accordance with GAAP as an indicator of
Tidewater's performance. For additional information regarding
Non-GAAP Measures, please refer to Tidewater's financial reports
which are available on SEDAR at www.sedar.com.
Adjusted EBITDA
2020E Adjusted EBITDA for Tidewater standalone is further
described in the "Non-GAAP Measures" section of Tidewater's most
recent MD&A which is available on SEDAR.
Net Debt
Net debt is defined as bank debt, notes payable and convertible
debentures, less cash.
SOURCE Tidewater Midstream and Infrastructure Ltd.