TORONTO--(BUSINESS WIRE)--Superior Plus Corp. (TSX:SPB):
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Superior Plus Corp. (“Superior”) (TSX:SPB) announced today that its wholly-owned subsidiaries, Superior Plus LP (“Superior LP”) and Superior General Partner Inc. (the “Co-Issuer” and together with Superior LP, the “Issuers”), have entered into an agreement with a syndicate of underwriters to issue and sell on a private placement basis US$350 million aggregate principal amount of 7.000% senior unsecured notes due August 15, 2026 (the “U.S. Senior Notes”) which will be issued at par. Concurrent with the offering of the U.S. Senior Notes, Superior LP has entered into a separate agreement with a syndicate of underwriters to issue and sell on a private placement basis an additional C$150 million aggregate principal amount of its 5.125% senior unsecured notes due August 27, 2025 (the “Additional 2025 Notes” and, together with the U.S. Senior Notes, the “Notes”) to be issued at a price of C$928.97 per C$1,000 principal amount thereof. An aggregate of C$220 million principal amount of the 5.125% senior unsecured notes was previously issued by Superior LP on February 1, 2018. Upon closing of the Additional 2025 Notes, a total of C$370 million aggregate principal amount of the 5.125% senior unsecured notes will be outstanding. The offering of the Additional 2025 Notes is expected to close concurrently with the offering of the U.S. Senior Notes, but neither offering is conditioned on completion of the other. The closing of each offering is expected to occur on or about July 3, 2018, subject to customary closing conditions.
The Notes will be guaranteed by Superior and certain of its wholly-owned subsidiaries.
Superior intends to use the net proceeds from the Notes to finance, in part, the previously announced acquisition of the retail propane business of NGL Energy Partners LP (the “Acquisition”). In connection with the closings of the offerings of the Notes, Superior expects to cancel commitments under a U.S. dollar bridge facility previously entered into for purposes of funding the Acquisition. The Acquisition is expected to close early in the third quarter of 2018. If the Acquisition has not closed by November 1, 2018, the Issuers will be required to redeem the U.S. Senior Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon. The Additional 2025 Notes are not subject to mandatory redemption in such circumstances, and if the Acquisition is not completed, the proceeds thereof will be used for general corporate purposes.
This press release does not constitute an offer to sell or an offer to purchase, or a solicitation of an offer to sell or an offer to purchase, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful.
The offering of U.S. Senior Notes is being made solely by means of a private placement either to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. The Additional 2025 Notes will solely be offered in Canada on a private placement basis to certain accredited investors. The Notes have not been registered under the Securities Act, or the securities laws of any state or jurisdiction thereof, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes have not been and will not be qualified for sale under the securities laws of any province or territory of Canada and may not be offered or sold directly or indirectly in Canada or to or for the benefit of any resident of Canada, except pursuant to applicable prospectus exemptions.
Certain information included in this press release is forward-looking, within the meaning of applicable U.S. and Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “plan”, “intend”, “forecast”, “future”, “guidance”, “may”, “predict”, “project”, “should”, “strategy”, “target”, “will” or similar words or phrases suggesting future outcomes or language suggesting an outlook. Forward-looking information in this press release includes the completion and timing of the proposed offerings of Notes and the use of the net proceeds therefrom, as well as regarding the completion and timing of the cancellation of the U.S. dollar bridge facility and the Acquisition. Superior believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.
Forward-looking information is not a guarantee of future performance. By its very nature, forward-looking information involves inherent assumptions, risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information will not be achieved. Forward-looking information herein is based on various assumptions and expectations that Superior believes are reasonable in the circumstances. No assurance can be given that these assumptions and expectations will prove to be correct. Those assumptions and expectations are based on information currently available to Superior. Such assumptions include U.S. and Canadian market conditions and the timing of the satisfaction of the conditions to closing of the Acquisition, and are subject to the risks and uncertainties set forth below. Readers are cautioned that the preceding list of assumptions is not exhaustive.
Should assumptions described above prove incorrect, Superior’s actual performance and results in future periods may differ materially from any projections of future performance or results expressed or implied by such forward-looking information. We caution readers not to place undue reliance on this information as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking information. Forward-looking information contained in this news release is provided for the purpose of providing information about management’s goals, plans and range of expectations for the future and may not be appropriate for other purposes. Any forward-looking information is made as of the date hereof and, except as required by law, Superior does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.
About the Corporation
Superior consists of two primary operating businesses: Energy Distribution includes the distribution of propane and distillates, and supply portfolio management; and Specialty Chemicals includes the manufacture and sale of specialty chemicals.
For further information about Superior, please visit our website at: www.superiorplus.com