Superior Plus Announces Completion of $400 Million Bought Deal Offering of Subscription Receipts
TORONTO--(BUSINESS WIRE)-- Superior Plus Corp. (TSX:SPB):
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Superior Plus Corp. (“Superior”) announced today that it has completed its previously announced public offering (the “Offering”) of subscription receipts (the “Subscription Receipts”). The Offering, which raised gross proceeds of $400 million, was underwritten on a bought deal basis by a syndicate of underwriters co-led by TD Securities Inc. and CIBC Capital Markets and that included BMO Capital Markets, National Bank Financial, RBC Capital Markets, Scotiabank, AltaCorp Capital Inc., Canaccord Genuity Corp., Desjardins Securities Inc., Industrial Alliance Securities Inc. and Raymond James Ltd. (collectively, the “Underwriters”). A total of 32,000,000 Subscription Receipts were sold at a price of $12.50 per Subscription Receipt.
Superior has also granted the Underwriters an over-allotment option to purchase up to an additional 4,800,000 Subscription Receipts (or, in certain circumstances, Common Shares (as defined below)), on the same terms and conditions as the Offering, exercisable no later than 30 days after the closing of the Offering.
Superior intends to use the net proceeds from the Offering to finance, in part, the previously announced acquisition by an indirect wholly-owned subsidiary of Superior of all of the outstanding equity interest in NGL Propane, LLC, NGL Energy Partners LP’s retail propane distribution business (the “Transaction”).
Each Subscription Receipt represents the right of the holder to receive, upon completion of the Transaction, without payment of additional consideration, one common share of Superior (a “Common Share”) plus an amount per Common Share equal to the amount per Common Share of any dividends for which record dates have occurred during the period from the closing date of the Offering to the date immediately preceding the closing date of the Transaction, less withholding taxes, if any.
The Subscription Receipts will commence trading today on the Toronto Stock Exchange under the symbol “SPB.R”.
The Transaction is expected to close in the third quarter of 2018 and is subject to customary closing conditions, including receipt of antitrust approvals in the United States. The Transaction is not subject to any due diligence or financing conditions.
This press release is not an offer of the securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended and applicable U.S. state securities laws. Superior will not make any public offering of the securities in the United States. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Certain information included in this press release is forward-looking, within the meaning of applicable 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 Transaction and the use of the net proceeds from the Offering. 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 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 the timing of receipt of necessary regulatory approvals and satisfaction of the other conditions to closing of the Transaction, and are subject to the risks and uncertainties set forth below. Readers are cautioned that the preceding list of assumptions is not exhaustive.
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, including risks relating to satisfaction of the conditions to, and completion of, the Transaction and the risks identified under the heading “Risk Factors” in Superior’s current annual information form, management’s discussion and analysis and prospectus supplement dated June 1, 2018. The preceding list of assumptions, risks and uncertainties is not exhaustive. 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.
About Superior Plus Corp.
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 or contact: Beth Summers, Executive Vice President and Chief Financial Officer, Tel: (416) 340-6015, or Rob Dorran, Vice President, Investor Relations and Treasurer, Tel: (416) 340-6003, E-mail: email@example.com, Toll Free: 1-866-490-PLUS (7587).
Superior Plus Corp.
Beth Summers, 416-340-6015
Executive Vice President and Chief Financial Officer
Rob Dorran, 416-340-6003
Vice President, Investor Relations and Treasurer
Toll Free: 1-866-490-PLUS (7587)