Northern Frontier Announces Closing of Central Water Acquisition, New Senior Credit Facilities and $20 Million Bought Deal Equity Offering

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[{"type":"text","content":"\n\n\n/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS\n NOT AUTHORIZED FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES\n OR FOR DISSEMINATION IN THE UNITED STATES/\n\n\nCALGARY, Aug. 28, 2014 /CNW/ - Northern Frontier Corp. (TSXV: FFF) (the\n \"Corporation\" or \"Northern Frontier\") is pleased to provide an update to the Corporation's news release\n dated August 11, 2014, announcing that Northern Frontier has completed\n the Acquisition (as defined below) of Central Water & Equipment\n Services Ltd. (\"Central Water\"), has entered into New Senior Credit Facilities (as defined below) and\n closed a $20.0 million bought deal equity offering (the \"Offering\"). \"Northern Frontier is very pleased it has successfully completed\n these transactions and looks forward to the inclusion of Central\n Water's talented team and excellent service offering to anchor our\n logistics business\" noted Chris Yellowega, President and CEO.\n\n\nAcquisition of Central Water\n\n\nNorthern Frontier completed the acquisition (the \"Acquisition\") of Central Water, pursuant to the terms and conditions of a share\n purchase agreement, as previously disclosed. Central Water is a leading\n logistics service provider in the bulk water and fluids transfer sector\n in western Canada. Central Water's primary business is providing\n services for the bulk movement of water used in the testing of large\n infrastructure storage tanks and pipelines as well as dewatering and\n other services for industrial sites.\n\n\nAggregate consideration paid on closing was $27.0 million, comprised of\n a cash payment of $22.1 million and the issuance of 1.86 million Units\n (as defined below) with an aggregate value of approximately $4.0\n million. An additional $0.6 million in cash was also paid for current\n year growth capital expenditures. Furthermore, $4.9 million in cash was\n placed in escrow, for contingent earn-out consideration, which is\n payable at a 3.6x multiple to the extent that Central Water's trailing\n 12 month EBITDA (as defined below under the heading \"Advisories - Non-GAAP Measures\") exceeds $7.1 million, to a maximum amount payable of $4.9 million.\n\n\nNew Senior Credit Facilities\n\n\nThe Corporation has established new senior credit facilities (\"New Senior Credit Facilities\"), in conjunction with and as a conditi...

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