Press release from Marketwire
Superior Plus Announces Closing of Debenture Financing and Redemption of $69 Million 7.50% Convertible Unsecured Debentures Due December 31, 2014
Monday, July 22, 2013
Superior Plus Announces Closing of Debenture Financing and Redemption of $69 Million 7.50% Convertible Unsecured Debentures Due December 31, 201408:23 EDT Monday, July 22, 2013
CALGARY, ALBERTA--(Marketwired - July 22, 2013) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Superior Plus Corp. ("Superior" or the "Corporation") (TSX:SPB) is pleased to announce the successful closing of the previously announced issue of 6.00% convertible unsecured subordinated debentures (the "Debentures") for gross proceeds of $80,000,000 at a price of $1,000 per Debenture (the "Offering"). The Debentures were offered to the public through a syndicate of underwriters co-led by Scotiabank and TD Securities Inc., and including BMO Capital Markets, CIBC, National Bank Financial Inc., and Cormark Securities Inc. (collectively, the "Underwriters"). The Underwriters maintain an over-allotment option to purchase up to an additional $12,000,000 aggregate principal amount of Debentures at the same price, exercisable in whole or in part at any time for a period of up to 30 days following July 22, 2013. Concurrent with the closing of the Offering, Superior issued an additional $5,000,000 in Debentures at a price of $1,000 per Debenture pursuant to a private placement to one of its directors. Superior intends to use the net proceeds from the Offering and the private placement initially to repay existing revolving term bank debt which will then be available to be drawn as required to fund the redemption of Superior's 7.50% convertible unsecured subordinated debentures due December 31, 2014 (the "7.50% Debentures") and for working capital and/or general corporate purposes. The Debentures will be listed on the Toronto Stock Exchange under the symbol "SPB.DB.H".
Superior is also pleased to announce that it will redeem the entire $68.9 million principal amount of its 7.50% Debentures in accordance with the indenture governing the 7.50% Debentures. The $68.9 million of 7.50% Debentures will be redeemed on September 3, 2013 (the "Redemption Date") at the redemption price (the "Redemption Price") which is equal to the outstanding principal amount of the 7.50% Debentures to be redeemed, together with all accrued and unpaid interest thereon up to the Redemption Date, being $1,013.3562 per $1,000 principal amount of the 7.50% Debentures. The 7.50% Debentures that are redeemed will cease to bear interest from and after the Redemption Date.
Pursuant to the terms of the Indenture governing the 7.50% Debentures, holders of the 7.50% Debentures that are to be redeemed have the right until the last business day prior to the Redemption Date to convert their 7.50% Debentures into common shares of Superior ("Common Shares") at a conversion price of $13.10, being a rate of 76.3359 Common Shares per $1,000 principal amount of 7.50% Debentures.
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.
Certain 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 use of the net proceeds of the Offering, and the redemption of the 7.50% Debentures. 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 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Superior Plus Corp.
Executive Vice-President and Chief Financial Officer
(403) 218-2951 or Toll Free: 1-866-490-PLUS (7587)
(403) 218-2973 (FAX)
Superior Plus Corp.
Vice-President, Investor Relations and Treasurer
(403) 218-2957 or Toll Free: 1-866-490-PLUS (7587)
(403) 218-2973 (FAX)