Tidewater Midstream Announces Upsizing of Tidewater Renewables' Initial Public Offering to $150 Million
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CALGARY, AB, Aug. 12, 2021 /CNW/ - Tidewater Midstream and Infrastructure Ltd. ("Tidewater Midstream") (TSX: TWM) and its subsidiary, Tidewater Renewables Ltd. ("Tidewater Renewables" or the "Company"), is pleased to announce the pricing of the upsized Tidewater Renewables initial public offering of 10,000,000 common shares of the Company ("Common Shares") at a price of $15.00 per Common Share for aggregate gross proceeds to the Company of $150,000,000 (the "Offering"). The Offering was upsized from an initial size of $125,000,000 as a result of excess demand.
Tidewater Renewables has obtained a receipt for its final base PREP prospectus filed with the securities regulatory authorities in each of the provinces of Canada and has entered into an underwriting agreement in respect of the Offering. The Toronto Stock Exchange (the "TSX") has conditionally approved the listing of the Common Shares, subject to the Company fulfilling all of the initial listing requirements and conditions of the TSX on or before November 8, 2021. The Common Shares are expected to begin trading on the TSX on an "if, as and when issued basis" on August 13, 2021 under the symbol "LCFS". The Offering is expected to close on August 18, 2021, subject to customary closing conditions.
The Company has granted to the Underwriters (as defined below) an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 1,500,000 Common Shares at a price of $15.00 per Common Share for additional gross proceeds of up to $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.
Following the completion of the Offering, Tidewater Midstream is expected to hold approximately 71% of the common shares of Tidewater Renewables (approximately 68% if the Underwriters' over-allotment option is exercised in full).
The Offering is being made through a syndicate of underwriters led by CIBC Capital Markets and National Bank Financial, and including, 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").
A copy of the final base PREP prospectus is available, and a copy of the supplemented PREP prospectus will be available on August 13, 2021, on SEDAR at www.sedar.com.
The final base PREP prospectus constitutes a public offering of securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby 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 (as such term is defined in Regulation S under the U.S. Securities Act) (the "United States") and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in the United States.
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 the Tidewater Midstream business as described under the heading "About Tidewater Midstream" below and the timing for the completion of the Offering, the listing of the Common Shares on the TSX (including the timing there) and the filing of the supplemented PREP prospectus. 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 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, failure to complete the Offering, failure to file the supplemented PREP prospectus or meet the TSX listing conditions and the factors discussed under "Risk Factors" in the final base PREP prospectus filed on SEDAR. Neither Tidewater Renewables nor Tidewater Midstream undertakes 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.
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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