CALGARY, ALBERTA--(Marketwired - March 31, 2016) -
NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Newalta Corporation ("Newalta") (TSX:NAL) today announced it has entered into an agreement with a syndicate of underwriters (the "Underwriters") led by Scotiabank to sell 15,636,000 shares on a bought deal basis to the public at a price of $1.70 per share (the "Offering Price") to raise gross proceeds of $26.6 million (the "Public Offering"). Separately, Newalta has agreed to sell 13,778,000 shares at a price of $1.70 per share to raise gross proceeds of $23.4 million to certain institutional investors on a private placement basis (the "Private Placement" and together with the Public Offering, the "Offerings"). In connection with the Public Offering, the Underwriters have also been granted the option to purchase up to an additional 2,345,400 shares at the Offering Price, exercisable from time to time, in whole or in part, for a period of 30 days from the closing of the Public Offering to cover over-allotments and for market stabilization purposes, if necessary. Certain officers and directors of Newalta have indicated their intention to participate in the Private Placement by purchasing approximately $1 million in aggregate.
The net proceeds of the Offerings will be used to reduce Newalta's bank indebtedness and for general corporate purposes. After giving effect to the Offerings, the net amount drawn on Newalta's credit facility at February 29, 2016 in the amount of $78 million will be reduced to $31 million.
"We expect that the proceeds from these offerings will further enhance our financial position and ability to withstand a prolonged market downturn. These financings are anticipated to increase our financial flexibility and significantly increase the existing room under our credit facility covenants," said John Barkhouse, President and CEO of Newalta. "While continuing to optimize our balance sheet, we will be able to focus our attention on running the business and driving revenue growth opportunities, thereby better positioning us to realize torque upon market recovery."
"Our long-term debt structure is designed to maximize liquidity and flexibility. After giving effect to these financings as at February 29, 2016, approximately 85 percent of our debt will be comprised of senior unsecured term debt with fixed interest rates and maturity dates of November 2019 and April 2021, respectively. These laddered maturity dates assist with our debt management without having a significant maturity burden in any given year."
The Public Offering will be made pursuant to a short form prospectus to be filed in each of the provinces of Alberta, British Columbia, Saskatchewan, Manitoba, Ontario and New Brunswick. Closing of the Offerings is expected to occur on April 20, 2016 and is subject to customary closing conditions, including applicable regulatory approvals and approval of the Toronto Stock Exchange. In addition, the closing of the Private Placement is subject to the concurrent closing of the Public Offering.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws.
Newalta is a leading provider of innovative engineered environmental solutions that enable customers to reduce disposal, enhance recycling and recover valuable resources from oil and gas exploration and production waste streams. We simplify the critical challenges of sustainable environmental practices through the use of advanced processing capabilities deployed through a differentiated business model. We serve customers onsite directly at their operations and through a network of locations throughout North America. Our proven processes and excellent record of safety make us the first-choice provider of sustainability-enhancing services for oil and gas customers. With a highly skilled team of people, a two-decade track record of innovation and a commitment to commercializing new solutions, Newalta is positioned for sustained future growth and improvement. We are Sustainability Simplified™. Newalta trades on the TSX as NAL. For more information, visit www.newalta.com.
This press release contains forward-looking statements. More particularly, this press release contains statements concerning the size and anticipated closing date of the Offerings, the anticipated use of the net proceeds of the Offerings, the impact of the Offerings on Newalta's financial position, balance sheet position and credit facility covenants, Newalta's position upon market recovery, Newalta's ability to manage its debt, pro forma debt outstanding following completion of the Offerings, the participation of officers and directors of Newalta in the Private Placement, and the growth and investment opportunities available to Newalta and the anticipated impacts thereof. Although Newalta believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because Newalta can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Among the various factors that could cause results to vary materially from those indicated in the forward-looking information include general market conditions of the industries Newalta services; strength of the oil and gas industry, including drilling activity; fluctuations in commodity prices; the availability of financing alternatives; debt service and future capital needs; the success of Newalta's growth strategies; and risks inherent to the closing of the Offerings.
The closing of the Offerings could be delayed if Newalta is not able to obtain the necessary regulatory and stock exchange approvals, as applicable, on the timelines it has planned. The Offerings will not be completed at all if these approvals are not obtained or some other condition to the closing of the Offerings is not satisfied. Accordingly, there is a risk that the Offerings will not be completed within the anticipated time or at all.
The intended use of the net proceeds of the Offerings by Newalta might change if the Board of Directors of Newalta determines that it would be in the best interests of Newalta to deploy the proceeds for some other purpose.
The forward-looking statements contained in this press release are made as of the date hereof and Newalta undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
