/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ TSX: SPB
CALGARY, Aug. 10 /CNW/ - Superior Plus Corp. ("Superior" or the "Corporation" TSX: SPB) announced today that it has reached an agreement with a syndicate of underwriters led by TD Securities Inc. and Scotia Capital Inc., and including National Bank Financial Inc., CIBC, BMO Capital Markets and Cormark Securities Inc. (collectively, the "Underwriters"), pursuant to which Superior will issue on a "bought deal" basis, subject to regulatory approval, $60,000,000 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 $9,000,000 aggregate principal amount of Debentures at the same price (plus accrued interest from closing of the Offering), 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 pay for a portion of its recently announced proposed acquisition of Specialty Products & Insulation Co., a distributor of insulation and architectural products in the United States.
The Debentures will bear interest from the date of issue at 7.5% per annum, payable semi-annually in arrears on June 30 and December 31 each year commencing December 31, 2009. The Debentures will have a maturity date of December 31, 2014 (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 $13.10 per Common Share, being a conversion rate of approximately 76.3359 Common Shares for each $1,000 principal amount of Debentures.
The Debentures will not be redeemable by Superior on or before August 31, 2012. On and after August 31, 2012 and prior to August 31, 2013, the Debentures may be redeemed in whole or in part from time to time at Superior's option, provided that the volume weighted average trading price of the Common Shares on the TSX on 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 August 31, 2013, 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.
Closing of the Offering is expected to occur on or about August 28, 2009. The Offering is subject to normal regulatory approvals, including approval of the TSX.
About the Corporation ---------------------
Superior Plus is a diversified corporation. The Corporation holds 100% of Superior Plus LP, a limited partnership formed between Superior General Partner Inc., as general partner and the Corporation as limited partner. Superior Plus is focused on stability of dividends with value growth and has four Canadian based operating businesses: Superior Propane is Canada's largest distributor of propane and related products and services; ERCO Worldwide is a leading supplier of chemicals and technology to the pulp and paper industries and a regional Midwest supplier of chloralkali and potassium products; Winroc is a leading distributor of walls and ceilings construction products in North America; and Superior Energy Management provides fixed-price natural gas supply services in Ontario, Quebec, and British Columbia along with fixed-price electricity supply services in Ontario.
The Corporation's shares and convertible debentures trade on the TSX as follows:
Trading Symbol Security Issued and Outstanding ------------------------------------------------------------------------- SPB Common Shares 88.4 million SPB.db.b 5.75% Debentures, Series 1 $174.9 million principal amount SPB.db.c 5.85% Debentures, Series 1 $75.0 million principal amount -------------------------------------------------------------------------
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 of completion of the offering and the completion of the acquisition of Specialty Products and Insulation Co. 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 Acquisition, the uncertainty associated with accessing capital markets and the risks related to Superior's businesses including those identified in Superior's 2008 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. The company assumes no obligation to revise or update forward looking information to reflect new circumstances, except as required by law.