TORONTO--(BUSINESS WIRE)--Superior Plus Corp. (“Superior”) announced today that its wholly-owned subsidiary, Superior Plus LP (“Superior LP”) has closed the previously announced private placement (the “Offering”) of CDN$500 million aggregate principal amount of 4.25% senior unsecured notes due May 18, 2028 (the “Notes”). The Notes were issued at par and have been guaranteed by Superior and certain of its subsidiaries. Interest on the Notes will be payable semi-annually in arrears on May 18 and November 18 of each year, commencing on November 18, 2021.
The Offering was underwritten by National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc. as joint bookrunners, and a syndicate of underwriters, including, ATB Capital Markets Inc., Canaccord Genuity Corp., Desjardins Securities Inc., J.P. Morgan Securities Canada Inc., Wells Fargo Securities Canada, Ltd., Casgrain & Company Ltd., Cormark Securities Inc., iA Private Wealth Inc. and Raymond James Ltd.
The Notes were offered on a private placement basis to certain accredited investors in the provinces of Canada. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and were offered and sold in the United States only to qualified institutional buyers in reliance on the exemption from such registration requirement contained in Rule 144A under the U.S. Securities Act and comparable exemptions under applicable state securities laws. The Notes have not been and will not be qualified under the securities laws of any province or territory of Canada for distribution to the public and may not be offered or sold directly or indirectly in Canada or to or for the benefit of any resident of Canada except pursuant to applicable prospectus exemptions.
As previously disclosed, Superior LP intends to use the net proceeds of the Offering, together with borrowings under its credit facilities and cash on hand, to early redeem all of its outstanding: (i) CDN$400 million principal amount of 5.25% senior unsecured notes due February 27, 2024 (the “2024 Notes”) on May 27, 2021 in accordance with the indenture governing the 2024 Notes; and (ii) CDN$370 million principal amount of 5.125% senior unsecured notes due August 27, 2025 (the “2025 Notes”) on May 19, 2021 in accordance with the indenture governing the 2025 Notes. The previously announced early redemptions of the 2024 Notes and 2025 Notes were each initially subject to the condition precedent that the Offering is successfully completed. This condition precedent to each of these redemptions has now been satisfied in full.
This press release does not constitute an offer to sell or an offer to purchase, or a solicitation of an offer to sell or an offer to purchase, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful.
About Superior Plus Corp.
Superior is a leading North American distributor and marketer of propane and distillates and related products and services, servicing over 780,000 customer locations in the U.S. and Canada.
For further information about Superior, please visit Superior’s 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: investor-relations@superiorplus.com, Toll Free: 1-866-490-PLUS (7587).
Forward Looking Information
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 forward looking information relating to the redemption of the 2024 Notes and 2025 Notes. 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, including risks and assumptions relating to Canadian and U.S. market conditions and completion of the redemption of the 2024 Notes and 2025 Notes. Forward-looking information herein is based on information currently available to Superior. No assurance can be given that these assumptions and expectations will prove to be correct. 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. Superior cautions 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.
