Superior Plus Corp.

Superior Plus Corp.

September 13, 2011 16:04 ET

Superior Plus Announces $75,000,000 Public Offering of Convertible Unsecured Subordinated Debentures

Intend to Partially Redeem its $174.9 Million Convertible Unsecured Subordinated Debentures Due December 31, 2012

CALGARY, ALBERTA--(Marketwire - Sept. 13, 2011) -


Superior Plus Corp. ("Superior" or the "Corporation") (TSX:SPB) announced today that it has reached an agreement with a syndicate of underwriters co-led by CIBC, BMO Capital Markets, National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., and including Cormark Securities Inc. (collectively, the "Underwriters"), pursuant to which Superior will issue on a "bought deal" basis, subject to regulatory approval, $75,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture. Superior has granted to the Underwriters an over-allotment option to purchase up to an additional $11,250,000 aggregate principal amount of Debentures at the same price, plus accrued interest from closing, if any, exercisable in whole or in part at any time for a period of up to 30 days following closing of the offering, to cover over-allotments.

Superior intends to use the net proceeds from the Offering to fund the redemption of approximately $75 million of its previously issued 5.75% convertible subordinated debentures due December 31, 2012 (the "2012 Debentures").

Wayne Bingham, Executive Vice-President and Chief Financial Officer stated "The current Debenture offering and the intended partial redemption of the 2012 Debentures strengthens Superior's financial position and improves Superior's debt repayment profile."

The Debentures will bear interest from the date of issue at 7.50% per annum, payable semi-annually in arrears on October 31 and April 30 each year commencing April 30, 2012. The Debentures will have a maturity date of October 31, 2016 (the "Maturity Date").

The Debentures will be convertible at the holder's option at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by Superior for redemption of the Debentures into fully paid and non-assessable common shares ("Common Shares") of Superior at a conversion price of $11.35 per Common Share, being a conversion rate of approximately 88.1057 Common Shares for each $1,000 principal amount of Debentures. Upon conversion of the Debentures, in lieu of delivering Common Shares, Superior may elect to pay, subject to adjustment, the holder cash.

The Debentures will not be redeemable by Superior before October 31, 2014. On and after October 31, 2014 and prior to October 31, 2015, the Debentures may be redeemed in whole or in part from time to time at Superior's option, at a price equal to their principal amount plus accrued interest, provided that the volume weighted average trading price of the Common Shares on the TSX during the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of the redemption is given is not less than 125% of the Conversion Price. On and after October 31, 2015, the debentures may be redeemed in whole or in part from time to time at Superior's option at a price equal to their principal amount plus accrued interest.

The Debentures will be offered by Superior under a short form prospectus to be filed in each of the provinces of Canada. Closing of the Offering is expected to occur on or about October 4th, 2011. The Offering is subject to receipt of normal regulatory approvals, including approval of the TSX.

Following completion of the Offering, Superior intends to issue the formal redemption notice in respect of the partial redemption of the 2012 Debentures. As at September 13, 2011, there was approximately $174.9 million aggregate principal amount of 2012 Debentures outstanding.

About the Corporation

Superior is a diversified corporation. Superior holds 100% of Superior Plus LP, a limited partnership formed between Superior General Partner Inc., as general partner and Superior as limited partner. Superior is focused on stability of dividends with value growth. Superior Plus LP consists of three primary operating businesses: Energy Services includes the distribution of propane and distillates, providing fixed-price energy services, and supply portfolio management; Specialty Chemicals includes the manufacture and sale of specialty chemicals; and Construction Products Distribution includes the distribution of specialty construction products.

For further information about Superior Plus, please visit our website at:

Forward Looking Information

Certain information included in this Press Release is forward-looking, within the meaning of applicable Canadian securities laws. Much of this information can be identified by looking for words such as "believe", "expects", "expected", "will", "intends", "projects", "anticipates", "estimates", "continues" or similar words. In particular, this press release includes forward-looking information pertaining to the proposed timing and completion of the offering, and the proposed redemption of a portion of Superior's 2012 Debentures. 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 is based on current information and expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, risks associated with the ability to satisfy regulatory and commercial closing conditions of the offering, the uncertainty associated with accessing capital markets and the risks related to Superior's businesses including those identified in Superior's 2010 Annual Information Form under the heading "Risk Factors". Reference should be made to this additional information prior to making any investment decision. Forward looking information contained in this press release is made as of the date hereof and is subject to change. Superior assumes no obligation to revise or update forward looking information to reflect new circumstances, except as required by law. Forward-looking information is provided for the purpose of providing information about management's current expectations and plans about the future. Reliance on such information may be appropriate for other purposes, such as making investment decisions.

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