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Press release from Marketwire

Superior Plus Announces $125 Million Bought Deal Equity Financing, Redemption of Remaining $25.0 Million 5.85% Convertible Debentures Due October 31, 2015 and Update of Financial Outlook

Thursday, March 07, 2013

Superior Plus Announces $125 Million Bought Deal Equity Financing, Redemption of Remaining $25.0 Million 5.85% Convertible Debentures Due October 31, 2015 and Update of Financial Outlook15:35 EST Thursday, March 07, 2013CALGARY, ALBERTA--(Marketwire - March 7, 2013) -NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATESSuperior (TSX:SPB) is pleased to announce it has entered into an agreement with a syndicate of underwriters co-led by Scotiabank, CIBC and National Bank Financial Inc., and including BMO Capital Markets, TD Securities Inc. and Cormark Securities Inc. for an offering of 11,270,000 common shares to be issued, on a bought deal basis, at a price of $11.10 per share for gross proceeds to Superior of approximately $125 million (the "Offering"). Superior has also granted the underwriters an over-allotment option to purchase, on the same terms and exercisable not more than 30 days after the closing of the Offering, up to an additional 1,690,500 common shares to cover over-allotments. If the over-allotment option is exercised in full, the total gross proceeds raised under the Offering will be approximately $143.8 million. The Offering is expected to close on or about March 27, 2013 and is subject to regulatory approval.Superior is also pleased to announce it will redeem the remaining $25.0 million principal amount of its 5.85% convertible unsecured subordinated debentures ("5.85% Debentures") due October 31, 2015 in accordance with the indenture governing such debentures. The 5.85% Debentures will be redeemed on April 9, 2013 (the "Redemption Date") at the redemption price (the "Redemption Price") which is equal to the outstanding principal amount of 5.85% Debentures to be redeemed, together with all accrued and unpaid interest thereon up to the Redemption Date, being $1,025.6438 per $1,000 principal amount of 5.85% Debentures. The 5.85% Debentures that are redeemed will cease to bear interest from and after the Redemption Date. Upon completion of this redemption, there will be no 5.85% Debentures outstanding. Pursuant to the terms of the Indenture governing the 5.85% Debentures, holders of such debentures that are to be redeemed have the right until the last business day prior to the Redemption Date to convert their debentures into common shares of Superior ("Common Shares") at a conversion price of $31.25, being a rate of 32.0000 Common Shares per $1,000 principal amount of 5.85% Debentures.Superior intends to use the net proceeds of the Offering initially to repay indebtedness under its credit facility which will then be available to be drawn as required to fund the redemption of the 5.85% Debentures, Superior's previously announced $43 million expansion of hydrochloric acid production capacity at its Port Edwards, Wisconsin and Saskatoon, Saskatchewan facilities and for working capital and/or general corporate purposes. In addition, upon successful closing of the Offering, Superior intends to stop the active operation of its dividend reinvestment and optional share purchase program (the "DRIP") effective after payment of the recently announced March dividend. Superior's DRIP program will remain in place should Superior want to reactivate the DRIP at a future date. Wayne Bingham, Executive Vice-President and Chief Financial Officer stated "Superior's ability to access capital markets with strong support from our underwriters demonstrates confidence in Superior's existing operations and strategy. The issuance of common equity not only accelerates our debt reduction plan but provides Superior with additional flexibility to manage its balance sheet maturities and finance the previously announced hydrochloric acid expansion projects at Port Edwards, Wisconsin and Saskatoon, Saskatchewan." Financial Outlook and Debt Reduction Update As a result of the equity offering, Superior is updating its 2013 financial outlook to adjusted operating cash flow per share of $1.55 to $1.85 from the range of $1.65 to $1.95 as provided in Superior's 2012 annual earnings release. The reduction in the financial outlook is due to the dilution of additional common shares outstanding throughout 2013 net of reduced interest costs. Superior is also confirming the previously provided growth range of 7% to 10% compounded annual improvement in adjusted operating cash flow per share for 2013 through 2015. Upon successful closing of the equity issue, Superior's pro-forma December 31, 2012 total debt to EBITDA ratio would have been 4.0X compared to the actual total debt to EBITDA ratio of 4.4X. As a result of the equity issue, Superior is updating its forecasted December 31, 2013 total debt to EBITDA ratio range to 3.4X to 3.8X from the previously provided range of 3.8X to 4.2X. Assuming the over-allotment option is exercised in full, Superior's total debt to EBITDA ratio range would be further reduced by 0.1X. Superior's forecasted total debt to EBITDA ratio at December 31, 2013 would meet our previously provided short-term goal of 3.5X. Superior will continue to focus on reducing its total debt.Debt Management Update(Dollar Per Share)(Millions of Dollars)2013 financial outlook AOCF per share - mid-point1.70208.8Maintenance capital expenditures, net(0.25)(30.2)Capital lease obligation repayments(0.13)(15.5)Cash flow available for dividends and debt repayment before growth capital 1.32163.1Expansion of Port Edward's and Saskatoon facilities(0.23)(28.2)Other growth capital expenditures(0.15)(18.1)Anticipated payments to CRA in relation to tax challenge (1)(0.12)(15.0)Proceeds from dividend reinvestment program0.033.4Estimated 2013 free cash flow available for dividend and debt repayment0.85105.2Anticipated proceeds from equity issue, net of issue costs0.98120.0Dividends(0.60)(73.7)Total estimated debt repayment1.23151.5Estimated total debt to EBTIDA as at December 31, 20133.4X - 3.8X3.4X - 3.8XDividends0.6073.7Calculated payout ratio after all capital and payment to CRA70%70%(1)See "CRA Income Tax Update" in Superior's 2012 fourth quarter earnings release for additional details. About the Corporation Superior consists of three primary operating businesses: Energy Services includes the distribution of propane and distillates, providing fixed-price energy services, and supply portfolio management; Specialty Chemicals includes the manufacture and sale of specialty chemicals; and Construction Products Distribution includes the distribution of specialty construction products. For further information about Superior, please visit our website at: www.superiorplus.com.Forward Looking InformationCertain information included herein is forward-looking, within the meaning of applicable Canadian securities laws. Such information is typically identified by words such as "anticipate", "believe", "could", "estimate", "expect", "plan", "intend", "forecast", "future", "guidance", "may", "predict", "project", "should", "strategy", "target", "will" or similar expressions suggesting future outcomes. Forward-looking information in this news release includes the proposed timing and completion of the Offering, the use of the net proceeds of the Offering, the proposed redemption of the 5.85% Debentures, expected 2013 adjusted operating cash flow per share, expected compounded annual improvement in adjusted operating cash flow per share, the debt management update including forecasted total debt to EBITDA ratios, anticipated dividends and the future utilization of the DRIP. 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 information should not be unduly relied upon.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. Such assumptions include anticipated financial performance, current business and economic trends, the timing of the completion of significant capital projects, the amount of future dividends paid by Superior, business prospects, availability and utilization of tax basis, regulatory developments, currency, exchange and interest rates, trading data and cost estimates, Superior's ability to obtain financing on acceptable terms and the assumptions set forth in the "Financial Outlook" section of Superior's management's discussion and analysis as at December 31, 2012 and for the years ended December 31, 2012 and 2011 and are subject to the risks and uncertainties described below. 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. These risks include, but are not limited to, risks associated with the ability to satisfy regulatory and commercial closing conditions of the Offering, the uncertainty associated with accessing capital markets and the risks related to the operating and financial results of Superior's businesses including those identified in Superior's 2012 Annual Information Form under the heading "Risk Factors". Should one or more of these risks and uncertainties materialize, or 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.Non-IFRS MeasuresAdjusted Operating Cash Flow Adjusted operating cash flow is equal to cash flow from operating activities as defined by IFRS, adjusted for changes in non-cash working capital, other expenses, non-cash interest expense, current income taxes and finance costs. Superior may deduct or include additional items to its calculation of adjusted operating cash flow; these items would generally, but not necessarily, be items of a non-recurring nature. Adjusted operating cash flow is the main performance measure used by management and investors to evaluate the performance of Superior. Readers are cautioned that adjusted operating cash flow does not have a standardized meaning prescribed by IFRS. Superior's calculation of adjusted operating cash flow may differ from similar calculations used by other issuers and is therefore unlikely to be comparable to similar measures presented by other issuers. Adjusted operating cash flow represents cash flow generated by Superior that is available for, but not necessarily limited to, changes in working capital requirements, investing activities and financing activities of Superior. The seasonality of Superior's individual quarterly results must be assessed in the context of annualized adjusted operating cash flow. Adjustments recorded by Superior as part of its calculation of adjusted operating cash flow include, but are not limited to, the impact of the seasonality of Superior's businesses, principally Superior Propane and U.S. refined fuels, by adjusting for non-cash working capital items, thereby eliminating the impact of the timing between the recognition and collection/payment of Superior's revenues and expense, which can differ significantly from quarter to quarter. Adjustments are also made to reclassify the cash flows related to natural gas and electricity customer acquisition costs in a manner consistent with the income statement recognition of these costs.EBITDAEBITDA represents earnings before taxes, depreciation, amortization, finance expense and other non-cash expenses, and is used by Superior to assess its consolidated results and the results of its operating divisions. Superior believes measures of EBITDA are followed by the investment community and therefore provide useful information. The term EBITDA does not have a standardized meaning prescribed by IFRS and therefore Superior's calculation of EBITDA may differ from similar calculations used by comparable entities. EBITDA of Superior's operating businesses may be referred to as EBITDA from operations.Payout RatioPayout ratio represents dividends as a percentage of adjusted operating cash flow less other capital expenditures, and is used by Superior to assess its financial results and leverage. Payout Ratio is not a defined performance measure under IFRS. Superior's calculation of payout ratio may differ from similar calculations used by comparable entities.FOR FURTHER INFORMATION PLEASE CONTACT: Contact Information: Superior Plus Corp.Wayne BinghamExecutive Vice-President and Chief Financial Officer(403) 218-2951 or or Toll Free: 1-866-490-PLUS (7587)(403) 218-2973 (FAX)wbingham@superiorplus.comSuperior Plus Corp.Jay BachmanVice-President, Investor Relations and Treasurer(403) 218-2957 or or Toll Free: 1-866-490-PLUS (7587)(403) 218-2973 (FAX)jbachman@superiorplus.comwww.superiorplus.com