TORONTO--(BUSINESS WIRE)--Superior Plus Corp. (“Superior”) (TSX:SPB) announced today that its wholly-owned subsidiary, Superior Plus LP (“Superior LP”) has entered into an underwriting agreement with a syndicate of underwriters to issue and sell on a private placement basis CDN$500 million aggregate principal amount of 4.25% senior unsecured notes due May 18, 2028 (the “Notes”), which will be issued at par (the “Offering”). The Notes will be 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 Notes will be issued under a new trust indenture, a copy of which will be available on SEDAR following closing of the Offering. Closing of the Offering is expected to occur on or about May 18, 2021, subject to customary closing conditions.
The Offering is being 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 are being 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 are being 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.
Superior LP intends to use the net proceeds of the Offering, together with borrowings under its credit facilities and cash on hand, to redeem all of its outstanding: (i) CDN$400 million principal amount of 5.25% senior unsecured notes due February 27, 2024 (the “2024 Notes”) 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”) in accordance with the indenture governing the 2025 Notes and, in each case, at the applicable redemption price and date noted below.
Superior LP has issued conditional redemption notices to redeem in full the 2024 Notes and the 2025 Notes. Subject to completion of the Offering: (a) the 2024 Notes will be redeemed (the “2024 Redemption”) on May 27, 2021 (the “2024 Redemption Date”) at the redemption price set forth in the indenture of CDN$1,026.25 per CDN$1,000 principal amount of 2024 Notes, together with accrued and unpaid interest thereon of CDN$12.80 per CDN$1,000 principal amount of 2024 Notes up to but excluding the 2024 Redemption Date, for a total amount payable on redemption of CDN$1,039.05 per CDN$1,000 principal amount of 2024 Notes; and (b) the 2025 Notes will be redeemed (the “2025 Redemption”) on May 19, 2021 at the redemption price set forth in the indenture of CDN$1,038.44 per CDN$1,000 principal amount of 2025 Notes, together with accrued and unpaid interest thereon of CDN$11.37 per CDN$1,000 principal amount of 2025 Notes up to but excluding the 2025 Redemption Date, for a total amount payable on redemption of CDN$1,049.81 per CDN$1,000 principal amount of 2025 Notes. The 2024 Notes and the 2025 Notes that are redeemed will cease to bear interest from and after their applicable redemption date.
Each of the 2024 Redemption and 2025 Redemption are subject to the condition precedent that the Offering is successfully completed. Superior LP reserves the right to waive this condition, wholly or partially, in its sole discretion. Superior LP further reserves the right to delay either or both of the 2024 Redemption Date and 2025 Redemption Date until such time as the condition is satisfied or waived in Superior LP’s sole discretion. In the event the condition has not been satisfied or waived in Superior LP’s sole discretion prior to the 2024 Redemption Date or 2025 Redemption Date, as the case may be, and as the same may be delayed, Superior LP may rescind the notices of redemption.
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.