/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES./
CALGARY, AB, Aug. 12, 2021 /CNW/ - Tidewater Midstream and
Infrastructure Ltd. ("Tidewater Midstream") (TSX: TWM) and
its subsidiary, Tidewater Renewables Ltd. ("Tidewater
Renewables" or the "Company"), is pleased to announce
the pricing of the upsized Tidewater Renewables initial public
offering of 10,000,000 common shares of the Company ("Common
Shares") at a price of $15.00 per
Common Share for aggregate gross proceeds to the Company of
$150,000,000 (the "Offering").
The Offering was upsized from an initial size of $125,000,000 as a result of excess demand.
Tidewater Renewables has obtained a receipt for its final base
PREP prospectus filed with the securities regulatory authorities in
each of the provinces of Canada
and has entered into an underwriting agreement in respect of the
Offering. The Toronto Stock Exchange (the "TSX") has
conditionally approved the listing of the Common Shares, subject to
the Company fulfilling all of the initial listing requirements and
conditions of the TSX on or before November
8, 2021. The Common Shares are expected to begin trading on
the TSX on an "if, as and when issued basis" on August 13, 2021 under the symbol "LCFS". The
Offering is expected to close on August 18,
2021, subject to customary closing conditions.
The Company has granted to the Underwriters (as defined below)
an over-allotment option (the "Over-Allotment Option") to
purchase up to an additional 1,500,000 Common Shares at a price of
$15.00 per Common Share for
additional gross proceeds of up to $22,500,000. The Over-Allotment Option can be
exercised, in whole or in part, in the sole discretion of the
Underwriters, for a period of 30 days from the closing date of the
Offering.
Following the completion of the Offering, Tidewater Midstream is
expected to hold approximately 71% of the common shares of
Tidewater Renewables (approximately 68% if the Underwriters'
over-allotment option is exercised in full).
The Offering is being made through a syndicate of underwriters
led by CIBC Capital Markets and National Bank Financial, and
including, ATB Capital Markets, RBC Capital Markets, Acumen
Capital Partners, Canaccord Genuity, Scotia Capital Inc., Stifel
FirstEnergy, Tudor, Pickering, Holt & Co., Echelon Wealth
Partners Inc., iA Private Wealth Inc., INFOR Financial Inc., and
Paradigm Capital Inc. (collectively, the
"Underwriters").
A copy of the final base PREP prospectus is available, and a
copy of the supplemented PREP prospectus will be available on
August 13, 2021, on SEDAR at
www.sedar.com.
The final base PREP prospectus constitutes a public offering of
securities only in those jurisdictions where they may be lawfully
offered for sale and therein only by persons permitted to sell such
securities. The securities offered hereby have not been, and will
not be, registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"), or the securities
laws of any state of the United
States (as such term is defined in Regulation S under the
U.S. Securities Act) (the "United
States") and may not be offered, sold or delivered,
directly or indirectly, in the United
States, except pursuant to an exemption from the
registration requirements of the U.S. Securities Act and applicable
state securities laws. This press release does not constitute an
offer to sell or solicitation of an offer to buy any of these
securities in the United
States.
Forward-Looking Information
This news release contains forward-looking statements and
forward-looking information (collectively, "forward-looking
statements") that relate to Tidewater Renewables' and Tidewater
Midstream's current expectations and views of future events. These
forward-looking statements relate to future events or the Tidewater
Renewables' future performance. Any statements that express, or
involve discussions as to, expectations, beliefs, plans,
objectives, assumptions or future
events or performance (often, but
not always, through the use
of words or phrases such
as "will likely result", "are
expected to", "expects", "will
continue", "is anticipated", "anticipates", "believes",
"estimated", "intends", "plans", "forecast", "projection",
"strategy", "objective" and "outlook") are not historical facts and
may be forward-looking statements and may involve
estimates, assumptions and uncertainties
which could cause actual results
or outcomes to differ materially from those expressed in such
forward-looking statements. No assurance can be
given that these expectations will
prove to be correct and such
forward-looking statements included in this news
release should not be unduly relied upon. These statements speak
only as of the date of this news release. In particular and without
limitation, this news release contains forward-looking statements
pertaining to the Tidewater Midstream business as described under
the heading "About Tidewater Midstream" below and
the timing for the completion
of the Offering, the listing of the Common Shares on
the TSX (including the timing there) and the filing of the
supplemented PREP prospectus. Forward-looking
information is based on a
number of assumptions and is subject
to a number of risks and
uncertainties, many of which are
beyond the Company's control, which
could cause actual results and
events to differ materially from those that are
disclosed in or implied by such forward-looking information. Such
risks and uncertainties include, but
are not limited to, failure to
complete the Offering, failure to file the
supplemented PREP prospectus or meet the TSX listing conditions
and the factors discussed under "Risk
Factors" in the final base PREP prospectus filed on SEDAR.
Neither Tidewater Renewables nor Tidewater Midstream
undertakes any obligation to update
such forward-looking information, whether as a result
of new information, future events or otherwise, except as expressly
required by applicable law.
About Tidewater Midstream
Tidewater Midstream is traded on the TSX under the symbol "TWM".
Tidewater Midstream's business objective is to build a diversified
midstream and infrastructure company in the North American natural
gas, natural gas liquids, crude oil, refined product and renewable
space. Its strategy is to profitably grow and create shareholder
value through the acquisition and development of oil and gas
infrastructure. Tidewater Midstream plans to achieve its business
objective by providing customers with a full service, vertically
integrated value chain, including gas plants, pipelines, railcars,
export terminals, storage, downstream facilities and various
renewable initiatives.
Additional information relating to Tidewater Midstream is
available on SEDAR at www.sedar.com and at
www.tidewatermidstream.com.
SOURCE Tidewater Midstream and Infrastructure Ltd.