Vicwest Income Fund

Vicwest Income Fund

September 13, 2010 16:03 ET

Vicwest Income Fund Announces $50 Million Bought Deal Financing

OAKVILLE, ONTARIO--(Marketwire - Sept. 13, 2010) -


Vicwest Income Fund (TSX:VIC.UN) ("Vicwest", or "the Fund") today announced that it has entered into an agreement with a syndicate of underwriters, co-led by Scotia Capital Inc. and National Bank Financial Inc., under which the underwriters have agreed to buy 50,000 convertible unsecured subordinated debentures ("Debentures") of the Fund at a price of $1,000 per Debenture, representing an aggregate issue of $50,000,000 principal amount of debentures (the "Offering"). The Offering is expected to close on or about September 30, 2010 and is subject to regulatory and stock exchange approvals.

The Debentures will mature on December 31, 2015 and will accrue interest at the rate of 6.00% per annum, payable semi-annually in arrears on June 30 and December 31 in each year, beginning December 31, 2010. At the holder's option, the Debentures may be converted into trust units of the Fund at any time prior to the earlier of the maturity date and the date of redemption specified by the Fund at a conversion price of $19.25 per unit.

Proceeds from the Offering will be used to repay indebtedness and for general corporate purposes. 

"This financing strengthens our balance sheet and provides additional financial flexibility that supports the continued growth of our business in each of our chosen markets," said Colin Osborne, President and Chief Executive Officer. "In the domestic and global agricultural sector and in the building products industry, we believe Vicwest has the brands and increasingly the resources to drive value for our customers and unitholders."

The Debentures will be direct, unsecured obligations of Vicwest, subordinated to other indebtedness of the Fund and ranking equally with all other unsecured subordinated indebtedness. The Debentures will not be redeemable before and including December 31, 2013. On or after January 1, 2014 and prior to January 1, 2015, Vicwest may, at its option, redeem the Debentures in whole or in part, provided that the volume weighted average trading price of the trust units of the Fund on the Toronto Stock Exchange during the 20 consecutive trading days ending five trading days preceding the date on which the notice of redemption is given is not less than 125% of the conversion price. On or after January 1, 2015 and prior to the maturity date, Vicwest may, at its option, redeem the Debentures, in whole or in part, from time to time at par plus accrued and unpaid interest.

A preliminary short-form prospectus will be filed with securities regulatory authorities in all provinces of Canada, other than Quebec. The securities offered have not and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction.


The Fund is one of Canada's leading manufacturers and distributors of building construction products, and steel containment products for agricultural grain, fertilizer and liquid storage. Through its Vicwest Building Products division, headquartered in Oakville, Ontario, the Fund fabricates and markets metal roofing, siding and other metal building products under the Vicwest, Mercury Metals, Valley Truss & Metal and RCA Metal trade names. The Fund's Westeel Storage Solutions division, headquartered in Winnipeg, Manitoba, manufactures storage solutions for agricultural grain and fertilizer, as well as liquid storage tanks and accessories. These products are manufactured and distributed under the trade names Westeel, Northern Steel Industries and NSI. The Fund has 15 manufacturing facilities strategically located across Canada with approximately 1,200 dedicated employees committed to providing superior quality products and delivering excellent service to customers in chosen markets.


The Fund is subject to certain risks and uncertainties that could have a material adverse effect on the Fund's results of operations, business prospects, financial condition, cash distributions to unitholders and the trading price of the Fund's units. These uncertainties and risks include, but are not limited to: industry cyclicality, steel supply and pricing, reductions in demand for the Fund's products, seasonality and weather, competition, management of the Fund's information, foreign exchange, labour availability and collective bargaining agreements, income tax matters, customer concentration, relationship with suppliers, product liability, capital and liquidity, collections from customers, operating hazards, uninsured risks, supply and install contracts, interest rates, distribution arrangements, lack of long-term agreements, pension funding, future legal proceedings, dependence on key personnel, limitations on growth, environment, climate change, risk of securities laws compliance and corporate governance changes, tax law changes, dependence of the Fund on Vicwest Operating Limited Partnership and certain risks associated with the structure of the Fund including: leverage and restrictive covenants, credit facility, nature of units, effect of market interest rates on the price of units, restrictions on potential growth, and cash distributions not being guaranteed and will fluctuate with the performance of the business. The Debentures will be subject to additional risks, including subordination, market for Debentures, credit risk, absence of covenant protection and payment risk. Further information about these and other risks and uncertainties can be found in the disclosure documents filed by the Fund with the securities regulatory authorities, available at


Certain statements in this news release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements concerning the Fund's objectives, strategies to achieve those objectives, as well as statements with respect to management's beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management.
Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements. Factors that could cause such differences include the cyclical nature of the construction and agriculture industries, changes in general economic conditions and interest rates, adverse weather, cost and availability of materials used to manufacture the Fund's products, competitive developments, as well as other risk factors included in the most recently filed Management's Discussion and Analysis under the heading "Risks and Uncertainties" and as described from time to time in the reports and disclosure documents filed by the Fund with Canadian securities regulatory agencies and commissions. This list is not exhaustive of the factors that may impact the Fund's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Fund's forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements and neither the Fund nor any other person assumes responsibility for the accuracy and completeness of these forward looking statements. The factors underlying current expectations are dynamic and subject to change. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Certain statements included in this press release may be considered "financial outlook" for purposes of applicable securities laws, and such financial outlook may not be appropriate for purposes other than this press release. All forward-looking statements in this press release are qualified by these cautionary statements. The forward-looking statements contained herein are made as of the date of this press release and except as required by applicable law, the Fund undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact Information

  • Vicwest Income Fund
    Colin Osborne
    President & Chief Executive Officer
    (905) 469-5700
    (905) 825-1090 (FAX)
    Vicwest Income Fund
    John Slattery
    Executive VP & Chief Financial Officer
    (905) 469-5706
    (905) 825-1090 (FAX)