TSX: SPF.UN
CALGARY, Nov. 8 /CNW/ - Superior Plus Income Fund (the "Fund") announced
today that Superior Plus LP, through its wholly-owned subsidiary Superior Plus
US Holdings Inc., has entered into a definite agreement to sell all of the
issued and outstanding shares of JW Aluminum Holding Company ("JWA"), for a
total cash consideration of US $310 million (approximately Cdn. $350 million)
on a cash and debt free basis to Wellspring Capital Management LLC. Closing of
the acquisition is subject to normal regulatory and commercial closing
conditions and is anticipated to be completed in December, 2006. Closing is
not conditional on any financing or due diligence condition.
JWA is a leading manufacturer of specialty, flat-rolled aluminium
products, primarily serving the heating, ventilation and air conditioning,
building and construction, and flexible packaging end-use markets in the
United States. The intention to sell JWA had been announced in July of 2006 as
part of the Fund's strategic plan to use the proceeds to reduce debt levels
and focus on its Canadian based businesses.
Grant Billing, Chairman and Chief Executive Officer of Superior Plus,
said "We are very pleased that an agreement to dispose of our investment in
JWA could be reached expeditiously. This is another milestone with respect to
the implementation of our strategic plan designed to maximize Unitholder value
and achieve long-term stability and value based growth. The proceeds from the
sale of JWA will lower our senior debt to 1.8 times EBITDA and total debt
level to 3.3 times EBITDA as at September 30, 2006, on a proforma basis
adjusted for the disposition of JWA."
RBC Capital Markets and TD Securities acted as exclusive financial
advisors to the Fund in relation to the sale of JWA.
About the Fund
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Superior Plus Income Fund is a diversified business trust. The Fund holds
100% of Superior Plus LP, a limited partnership formed between Superior Plus
Inc., as general partner and the Fund as limited partner. Superior Plus has
four Canadian based operating divisions: Superior Propane is Canada's largest
distributor of propane, related products and services; ERCO Worldwide is a
leading supplier of chemicals and technology to the pulp and paper industries,
a regional Midwest supplier of chloralkali products and the third largest
producer of potassium products in North America; Winroc is the seventh largest
distributor of walls and ceilings construction products in North America; and
Superior Energy Management provides fixed price natural gas supply services in
Ontario and Quebec.
The Fund's trust units and convertible debentures trade on the Toronto
Stock Exchange as follows:
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Trading Symbol Security Issued and Outstanding
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SPF.un Trust Units 85.5 million
SPF.db 8% Debentures, Series 1 $ 8.1 million principal amount
SPF.db.a 8% Debentures, Series 2 $ 59.0 million principal amount
SPF.db.b 5.75% Debentures $174.9 million principal amount
SPF.db.c 5.85% Debentures $ 75.0 million principal amount
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>>
Forward Looking Statements:
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Except for the historical and present factual information, certain
statements contained herein are forward-looking. Such forward-looking
statements are not guarantees of future performance and involve a number of
known and unknown risks and uncertainties which may cause the actual results
of the Superior Plus Income Fund (the "Fund") or its wholly owned partnership,
Superior Plus LP ("Superior") in future periods to differ materially from any
projections expressed or implied by such forward-looking statements and
therefore should not be unduly relied upon. Any forward-looking statements are
made as of the date hereof and neither the Fund nor Superior undertakes any
obligation to publicly update or revise such statements to reflect new
information, subsequent events or otherwise.
Distributable Cash Flow and Other Non-GAAP Measures:
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Distributable cash flow of the Fund available for distribution to
Unitholders is equal to cash generated from operations before natural gas
customer acquisition costs and changes in working capital, less amortization
of natural gas customer acquisition costs and maintenance capital
expenditures. Maintenance capital expenditures are equal to capital
expenditures incurred to maintain the capacity of Superior's operations and
are deducted from the calculation of distributable cash flow. Acquisitions and
other capital expenditures incurred to expand the capacity of Superior's
operations or to increase its profitability ("growth capital"), are excluded
from the calculation of distributable cash flow. Distributable cash flow is
the main performance measure used by management and investors to evaluate the
performance of the Fund and its businesses. Readers are cautioned that
distributable cash flow is not a defined performance measure under Canadian
generally accepted accounting principles ("GAAP"), and that distributable cash
flow cannot be assured. The Fund's calculation of distributable cash flow,
maintenance capital and growth capital may differ from similar calculations
used by comparable entities. Operating distributable cash flow is
distributable cash flow before corporate and interest expenses. It is also a
non-GAAP measure and is used by management to assess the performance of the
operating divisions. EBITDA represents earnings before interest, taxes,
depreciation and amortization calculated on a 12 month trailing basis giving
pro forma effect to acquisitions and divestitures and is used by Superior to
calculate its debt covenants and other credit information. Superior's
calculation of EBITDA may differ from similar calculations used by comparable
entities.
