Tidewater Midstream Announces Completion of Tidewater Renewables' Initial Public Offering and Project Updates
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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.
Tidewater Midstream and Infrastructure Ltd., Joel MacLeod, Chairman and CEO, 587.475.0210, [email protected]
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