Superior Plus Corp.

Superior Plus Corp.

July 02, 2013 16:13 ET

Superior Plus Announces $80,000,000 Public Offering of Convertible Unsecured Debentures and Intention to Redeem $69 Million 7.50% Convertible Unsecured Debentures Due December 31, 2014

CALGARY, ALBERTA--(Marketwired - July 2, 2013) -


Superior Plus Corp. ("Superior" or the "Corporation") (TSX:SPB) is pleased to announce it has entered into an agreement with a syndicate of underwriters co-led by Scotiabank and TD Securities Inc., and including BMO Capital Markets, CIBC, National Bank Financial Inc., and Cormark Securities Inc. (collectively, the "Underwriters"), pursuant to which Superior will issue on a "bought deal" basis, subject to regulatory approval, $80,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture for gross proceeds to Superior of approximately $80 million (the "Offering"). Superior has also granted the underwriters an over-allotment option to purchase, on the same terms and exercisable not more than 30 days after the closing of the Offering, up to an additional $12 million of Debentures to cover their over-allotment position, if any. If the over-allotment option is exercised in full, the total gross proceeds raised under the Offering will be approximately $92 million. The Offering is expected to close on or about July 22, 2013 and is subject to regulatory approval.

Superior is also pleased to announce it intends to redeem the entire $69.0 million outstanding principal amount of its 7.50% convertible unsecured subordinated debentures due December 31, 2014 ("7.50% Debentures") in accordance with the indenture governing such debentures. Superior expects to issue the formal notice of redemption in respect of the redemption of the 7.50% Debentures upon closing of the Offering. The 7.50% Debentures are callable on August 31, 2013.

Superior intends to use the net proceeds of the Offering initially to repay indebtedness under its credit facility which will then be available to be drawn as required to fund the redemption of the 7.50% Debentures, and for working capital and/or general corporate purposes.

Wayne Bingham, Executive Vice-President and Chief Financial Officer stated, "We are extremely pleased with the support of our underwriters to access capital markets on attractive terms with the intended purpose of redeeming the 7.50% Series D debentures."

The Debentures will bear interest from the date of issue at 6.00% per annum, payable semi-annually in arrears on December 31 and June 30 each year commencing December 31, 2013. The Debentures will mature on June 30, 2019 (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 $16.75 per Common Share, being a conversion rate of approximately 59.7015 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 the holder cash.

The Debentures will not be redeemable by Superior before July 31, 2016. On and after July 31, 2016 and prior to July 31, 2017, 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 July 31, 2017, 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 and territories of Canada. The Offering is subject to receipt of normal regulatory approvals, including approval of the TSX.

About the Corporation

Superior 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.

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 the proposed timing and completion of the Offering, the use of the net proceeds of the Offering, and the proposed redemption of the 7.50% 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 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. 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 the operating and financial results of Superior's businesses including those identified in Superior's 2012 Annual Information Form under the heading "Risk Factors". 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. We caution 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.

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