TerraVest Capital Inc.

TerraVest Capital Inc.

March 24, 2015 15:14 ET

TerraVest Capital Inc. Announces a Bought Deal Financing for Gross Proceeds of $25 Million

VEGREVILLE, ALBERTA and TORONTO, ONTARIO--(Marketwired - March 24, 2015) -


TerraVest Capital Inc. (TSX:TVK) (the "Company" or "TerraVest") today announced that it has entered into an agreement with a syndicate of underwriters consisting of National Bank Financial Inc. and CIBC World Markets Inc. acting as co-leads and co-bookrunners, and including Raymond James Ltd., Cormark Securities Inc., TD Securities Inc., GMP Securities L.P., Canaccord Genuity Corp., Desjardins Capital Markets and Laurentian Bank Securities Inc. (collectively, the "Underwriters"), pursuant to which the Company will issue on a "bought deal" basis, subject to regulatory approval, $25,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per principal amount of Debentures (the "Offering"). The Company intends to use the net proceeds of the Offering to repay indebtedness as well as for general corporate purposes.

The Debentures will bear interest from the date of closing at 7.00% per annum, payable semi-annually in arrears on June 30 and December 31 each year commencing December 31, 2015. The Debentures will each have a maturity date of June 30, 2020 (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 the Company for redemption of the Debentures into common shares of the Company ("Common Shares") at a conversion price of approximately $8.25 per Common Share, being a conversion rate of 121.2121 Common Shares for each $1,000 principal amount of Debentures, subject to adjustment as provided in the indenture governing the Debentures. Certain insiders of TerraVest have informed the Company that they intend to participate in the Offering by purchasing approximately 10% of the Offering.

The Underwriters have also been granted an over-allotment option to purchase up to an additional $3,750,000 aggregate principal amount of Debentures at the same price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering.

The Company expects to file a preliminary short form prospectus relating to the Offering on March 30, 2015 and closing of the Offering is expected to occur on or about April 17, 2015. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange. The Shares will be offered in each of the provinces of Canada, excluding Quebec, and if offered in the United States, by way of private placement in accordance with applicable registration exemptions.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

About TerraVest Capital Inc.

TerraVest has a mandate to look for stable (and/or growing) cash flow based businesses. The Company is focused on evaluating opportunities in the fuel containment and pressure vessel sector. The Company's shares trade on the TSX under the symbol TVK. Visit www.terravestcapital.com.

Caution concerning forward-looking statements

Certain statements contained or incorporated by reference herein, including those that express management's expectations or estimates of future developments or TerraVest future performance, constitute "forward-looking statements" within the meaning of applicable securities laws, and can generally be identified by words such as "will", "may", "could" "expects", "believes", "anticipates", "forecasts", "plans", "intends" or similar expressions. These statements are not historical facts but instead represent management's expectations, estimates and projections regarding future events and performance.

Forward-looking statements are necessarily based upon a number of opinions, estimates and assumptions that, while considered reasonable by management at the time the statements are made, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies. TerraVest cautions that such forward-looking statements involve known and unknown contingencies, uncertainties and other risks that may cause TerraVest's actual financial results, performance or achievements to be materially different from its estimated future results, performance or achievements expressed or implied by those forward looking statements. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation: completion of the Offering; impact of general economic conditions; its dependence on key customers; cyclical trends in TerraVest's customers' industries; sufficient availability of raw materials at economical costs; weather conditions, production and sales; TerraVest's ability to maintain existing customers or develop new customers; changes in accounting policies and methods, including uncertainties associated with critical accounting assumptions and estimates; changes in the value of the Canadian dollar relative to the US dollar; changes in tax laws and potential litigation; ability to obtain financing on acceptable terms; environmental damage caused by it and non-compliance with environmental laws and regulations; potential product liability and warranty claims and equipment malfunction. This list is not exhaustive of the factors that may affect any of TerraVest's forward-looking statements.

Investors are cautioned not to put undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to TerraVest or persons acting on its behalf are expressly qualified in their entirety by this notice. Forward-looking information contained herein is made as of the date of this press release and, whether as a result of new information, future events or otherwise, TerraVest disclaims any intent or obligation to update publicly these forward-looking statements except as required by applicable laws.

Contact Information

  • TerraVest Capital Inc.
    Mitchell Gilbert
    Chief Investment Officer

    TerraVest Capital Inc.
    Paul Casey
    Chief Financial Officer