All financial figures are in Canadian dollars unless otherwise
noted
CALGARY,
AB, June 20, 2023 /PRNewswire/ - Gibson Energy
Inc. ("Gibson" or the "Company") (TSX: GEI) announced today that it
will issue $900 million of senior
unsecured medium term notes consisting of $350 million of 5.80% senior unsecured medium
term notes due 2026, $350 million of
5.75% senior unsecured medium term notes due 2033 and $200 million of 6.20% senior unsecured medium
term notes due 2053 (collectively, the "Senior Notes"). The Company
also announced that it will issue $200
million of 8.70% fixed-to-fixed rate subordinated notes due
2083 callable in 5 years at par (the "Hybrid Notes" and
collectively with the Senior Notes, the "Notes").
The offerings of Notes (the "Offerings") are expected to close
concurrently on or about July 12,
2023, subject to customary closing conditions. Gibson
intends to use the net proceeds from the sale of the Notes to fund
a portion of the purchase price for its acquisition of South Texas
Gateway Terminal, LLC (the "Acquisition") announced on June 14, 2023 and to fund fees and expenses
associated with the Acquisition, including financings for the
Acquisition. The completion of the Offerings are not contingent
upon each other or the completion of the Acquisition.
The completion of the Offerings together with the completion of
the previously announced offering of subscription receipts,
currently expected to close on June 22,
2023, will provide the Company with the funds necessary to
complete the Acquisition and, accordingly, the Company does not
expect to close or draw on any of its previously announced
committed acquisition credit facilities.
Gibson will be required to redeem all of the Notes pursuant to a
special mandatory redemption at a redemption price equal to 101% of
the aggregate principal amount of the Notes, plus accrued and
unpaid (including deferred, as applicable) interest to, but not
including, the date fixed for redemption, if (i) the closing of the
Acquisition has not occurred on or prior to 5:00 p.m. (Eastern time) on December 14, 2023, or (ii) prior to such time,
the agreement providing for the Acquisition is terminated in
accordance with its terms, or Gibson issues a press release
announcing or notifies the trustees for the Notes, that it does not
intend to proceed with the Acquisition.
The Senior Notes have been assigned provisional ratings of
"BBB(low)" with a "Stable" trend by DBRS Morningstar and "BBB-" by
S&P Global Ratings. The Hybrid Notes have been assigned
provisional ratings of "BB" with a "Stable" trend by DBRS
Morningstar and "BB" by S&P Global Ratings.
The Notes are being offered through a syndicate of investment
dealers led by RBC Capital Markets and BMO Capital Markets. The
Senior Notes will be issued under Gibson's short form base shelf
prospectus dated August 16, 2021 as
supplemented by a prospectus supplement dated December 7, 2021 and pricing supplements to be
dated June 22, 2023. The Hybrid Notes
will be issued under Gibson's short form base shelf prospectus
dated August 16, 2021 as supplemented
by a prospectus supplement to be dated June
22, 2023.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the Notes in any jurisdiction in
which such an offer, solicitation or sale would be unlawful. The
Notes have not been approved or disapproved by any regulatory
authority. The Notes have not been, and will not be, registered
under the United States Securities Act of 1933, as amended, or any
securities laws of any state of the
United States and may not be offered, sold or delivered in
the United States or to, or for
the account or benefit of, United
States persons.
About Gibson
Gibson Energy Inc. is a leading North
American liquids infrastructure company with its principal
businesses consisting of the storage, optimization, processing, and
gathering of liquids and refined products. Headquartered in
Calgary, Alberta, the Company's
operations are currently focused around its core terminal assets
located at Hardisty and
Edmonton, Alberta, and include the
Moose Jaw facility in Saskatchewan and an infrastructure position in
the U.S.
Gibson shares trade under the symbol GEI and are listed on the
Toronto Stock Exchange. For more information, visit
www.gibsonenergy.com.
This press release does not constitute an offer to sell
securities, nor is it a solicitation of an offer to buy securities,
in any jurisdiction. All sales will be made through registered
securities dealers in jurisdictions where the Equity Offering has
been qualified for distribution. Neither the Subscription Receipts
nor the underlying Common Shares have been or will be registered
under the U.S. Securities Act of 1933, as amended, or any state
securities laws and such securities may not be offered or sold in
the United States absent
registration or pursuant to an exemption from such
registration.
Forward-Looking Statements
Certain statements
contained in this news release constitute forward-looking
information and statements within the meaning of applicable
securities laws (collectively, "forward-looking statements")
including, but not limited to, statements concerning the closing of
the Offerings and expected timing thereof, the use of proceeds from
the Offerings, including the completion of the Acquisition, and the
expectations regarding the closing and use of its committed
acquisition credit facilities. All statements other than statements
of historical fact are forward-looking statements. The use of any
of the words ''anticipate'', ''plan'', ''contemplate'',
''continue'', ''estimate'', ''expect'', ''intend'', ''propose'',
''might'', ''may'', ''will'', ''shall'', ''project'', ''should'',
''could'', ''would'', ''believe'', ''predict'', ''forecast'',
''pursue'', ''potential'' and ''capable'' and similar expressions
are intended to identify forward looking statements. These
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements. No assurance can be given that these expectations will
prove to be correct and such forward-looking statements included in
this news release should not be unduly relied upon. These
statements speak only as of the date of this news release. The
Company does not undertake any obligations to publicly update or
revise any forward-looking statements except as required by
securities law. Actual results could differ materially from those
anticipated in these forward-looking statements as a result of
numerous risks and uncertainties including, but not limited to, the
risks and uncertainties described in "Forward-Looking Information"
and "Risk Factors" included in the Company's Annual Information
Form dated February 22, 2023 as well
as the press release dated June 14,
2023 announcing the Acquisition, each as filed on SEDAR and
available on the Gibson website at www.gibsonenergy.com.
For further information, please contact:
Beth Pollock
Vice President & Treasurer
Phone: (403) 992-6478
Beth.Pollock@gibsonenergy.com
Media Relations
Phone: (403) 476-6374
communications@gibsonenergy.com
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SOURCE Gibson Energy Inc.