/NOT FOR DISTRIBUTION TO U.S.
NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
CALGARY, AB, Aug. 18, 2021 /CNW/ - Tidewater Midstream and
Infrastructure Ltd. ("Tidewater Midstream") (TSX: TWM) is
pleased to announce that its majority-owned subsidiary, Tidewater
Renewables Ltd. ("Tidewater Renewables" or the
"Company"), has completed its initial public offering (the
"Offering") of 10,000,000 common shares ("Common
Shares") at a price of C$15.00
per Common Share, for total gross proceeds of C$150,000,000.
The Common Shares trade on the Toronto Stock Exchange under the
symbol "LCFS".
Offering
CIBC Capital Markets and National Bank Financial acted as
co-lead underwriters and joint bookrunners for the Offering with
a syndicate that included 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").
The Offering was completed pursuant to the Company's
supplemented PREP prospectus dated August 12, 2021 (the
"Prospectus"), filed with the securities regulators in each
of the provinces of Canada, a copy of which is available under the
Company's profile on SEDAR at www.sedar.com.
The Company has granted to the Underwriters an over-allotment
option (the "Over-Allotment Option") to purchase up to an
additional 1,500,000 Common Shares at a price of C$15.00 per Common Share for additional gross
proceeds of up to C$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.
Immediately following closing of the Offering and the completion
of the transactions contemplated thereby, Tidewater Midstream, the
Company's majority shareholder, acquired direct ownership of
23,900,000 Common Shares (representing approximately 70.50% of
the Common Shares).
The net proceeds of the Offering was used to fund a portion of
the C$180 million cash component of
the purchase price for the Acquired Assets (as defined and
described in the Prospectus) from Tidewater Midstream. In turn,
Tidewater Midstream will use the net proceeds of the Offering to
further reduce leverage.
Tidewater Renewables Project Updates
With the closing of the Offering, Tidewater Renewables is
pleased to announce a positive final investment decision
("FID") on the 3,000 bbl/d Renewable Diesel and Renewable
Hydrogen Complex (as defined and described in the Prospectus),
which is expected to enter into service in Q1 2023. Management
anticipates the Renewable Diesel & Renewable Hydrogen Complex
to generate approximately C$90 -
C$95 million of EBITDA in 2023 on a
full year run-rate basis based on certain operating assumptions
fully described in the Prospectus.
The Canola Co-Processing Project achieved successful
commissioning and start-up, slightly ahead of its planned schedule
and first production of renewable diesel has commenced. Over the
next 30 days, management expects renewable diesel production from
the Canola Co-Processing Project to ramp-up to its 300 bbl/d
nameplate capacity and generate approximately C$5 million of EBITDA in 2022 on a full year
run-rate basis based on certain operating assumptions fully
described in the Prospectus.
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: Tidewater Midstream's business as described under
the heading "About Tidewater Midstream" below; Tidewater
Midstream's expected use of the net proceeds of the Offering;
anticipated in service date of the Renewable Diesel and Renewable
Hydrogen Complex and expected EBITDA to be generated therefrom;
and, projected production from the Canola Co-Processing Project and
associated timing. 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 Tidewater Midstream's and
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, the factors discussed under "Risk
Factors" in the Prospectus. Tidewater Midstream does not undertake
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.
Non-GAAP Measures
This news release refers to "EBITDA" which does not have any
standardized meaning prescribed by generally accepted accounting
principles in Canada
("GAAP"). EBITDA is calculated as income or loss before
interest, taxes, depreciation, share-based compensation, unrealized
gains/losses, non-cash items, transaction costs, items that are
considered non-recurring in nature and the Company's proportionate
share of EBITDA in their equity investments.
Tidewater Midstream's management believes that EBITDA provides
useful information to investors as it provides an indication of
results generated from the Company's operating activities prior to
financing, taxation and non-recurring/non-cash impairment charges
occurring outside the normal course of business. EBITDA is
used by management to set objectives, make operating and capital
investment decisions, monitor debt covenants and assess
performance. In addition to its use by management, Tidewater
also believes EBITDA is a measure widely used by security analysts,
investors and others to evaluate the financial performance of the
Company and other companies in the midstream industry.
Investors should be cautioned that EBITDA should not be construed
as alternatives to earnings, cash flow from operating activities or
other measures of financial results determined in accordance with
GAAP as an indicator of the Company's performance and may not be
comparable to companies with similar calculations.
EBITDA on a run-rate basis in this news release means the
expected EBITDA to be generated by a specific acquired asset or
specific growth project corresponding to a full year of operations
at full capacity. EBITDA on a run-rate basis excludes
non-cash items including stock-based compensation. The
calculation of EBITDA on a run-rate basis is based on certain
estimates and assumptions and should not be regarded as a
representation by the Company or any other person that the Company
will achieve such operating results. Prospective investors
should not place undue reliance on the Company's EBITDA on a
run-rate basis and should make their own independent assessment of
the Company's future results or operations, cash flows and
financial condition.
For more information with respect to financial measures which
have not been defined by GAAP, including reconciliations to the
closest comparable GAAP measure, see the "Non-GAAP Measures"
section of Tidewater's most recent MD&A which is available on
SEDAR.
U.S. Securities Act
The securities under the Offering 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 and may not be offered, sold or delivered, directly
or indirectly, in the United States (as such term is defined in
Regulation S under the U.S. Securities Act) or to, or for the
account or benefit of, U.S. Persons (as defined in the U.S.
Securities Act), except pursuant to an exemption from the
registration requirements of the U.S. Securities Act and
applicable state securities laws. This news release does not
constitute an offer to sell or solicitation of an offer to buy any
of these securities in any jurisdiction in which the offering or
sale is not permitted.
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.