CALGARY,
AB, Oct. 24, 2022 /CNW/ - Tidewater Renewables
Ltd. ("Tidewater Renewables" or the "Corporation")
(TSX: LCFS) and Alberta Investment Management Corporation
("AIMCo") are pleased to announce the closing of a
$150 million five-year senior secured
second lien credit facility (the "AIMCo Facility") with an
affiliate of AIMCo, on behalf of certain of its clients.
The AIMCo Facility's term is five years, maturing on
October 24, 2027 and at closing was
drawn down by way of a single advance with net proceeds reflecting
a 5% original issue discount. The AIMCo Facility will bear initial
interest of 6.50% per annum (the "Base Interest Rate"),
payable semi-annually. The Base Interest Rate will increase by 37.5
basis points in year four and five and is subject to certain
inflation escalators, with a potential maximum cash coupon of
approximately 8.50% by year five. As part of the AIMCo Facility,
Tidewater Renewables issued 3.375 million warrants to AIMCo (the
"AIMCo Warrants"). Each AIMCo Warrant entitles AIMCo
to purchase one common share ("Common Share") of Tidewater
Renewables at a price per share of $14.84, for a term of five years. The exercise
price reflects a 50% premium to the 10-day volume weighted average
trading price of the Common Shares prior to closing of the AIMCo
Facility. The AIMCo Warrants have a cashless exercise feature,
which, if elected, can limit future dilution as in such
circumstances only Common Shares for the in-the-money value of the
Warrants are issued.
Proceeds of the AIMCo Facility will be used by Tidewater
Renewables to repay 100% of the outstanding drawn credit under the
Corporation's senior credit facility, repay 100% of the outstanding
drawn credit on the previously disclosed RNG credit facility (the
"RNG Facility") as well as enable the cancelation of the RNG
Facility, for working capital, general corporate purposes, and for
growth projects.
"AIMCo's investment in Tidewater Renewables represents a rare
opportunity for our clients to invest in renewable fuels,
supporting the energy transition through a first-mover advantage in
renewable fuels projects while ensuring long-term return objectives
are met. We look forward to working with the high caliber
management team in place at Tidewater Renewables and supporting the
organization through its next phase of growth," said Ben Hawkins, Head, Infrastructure, Renewables
& Sustainable Investing.
"When Tidewater Renewables completed its IPO in August 2021, we successfully capitalized our
business to execute on our near-term growth program which included
funding the acquisition of pre-existing operating assets, as well
as the development of our Canola Co-Processing Project, FCC
Co-Processing Project, and the Renewable Diesel & Renewable
Hydrogen complex (the "HDRD Complex"). Fast-forward 14
months later and we have successfully commissioned both
co-processing projects ahead of schedule, continue to progress our
flagship HDRD Complex, and entered a highly strategic RNG and
Feedstock partnership, all while delivering consistent
outperformance on our existing assets. We are excited to
partner with a strategic long-term institutional investor in AIMCo
and look forward to growing our partnership with AIMCo." said
Joel MacLeod, Executive Chairman and
CEO of the Corporation.
The AIMCo Warrants also have two unique features: (1) If the
consumer price index is greater than 4% per annum prior to a
repayment of all or part of the AIMCo Facility, then the exercise
price of the Warrants will be reduced by $2.00 per share go forward for that number of
Warrants proportional to the amount of principal repaid. (2)
AIMCo has the option to elect to be paid in cash (versus Common
Shares) in connection with a cashless exercise. If the
Corporation is unable or not permitted to make some or all of such
cash payment, then the Corporation will assist AIMCo in the sale of
the Common Shares issued upon such cashless exercise, with such
sales to take place within 10 business days, and will be obligated
to pay AIMCo certain market slippage costs (i.e. the difference
between the trading price at the commencement of such sale process
(the "Market Price") and the sale price actually received by
AIMCo) of up to 15% of the Market Price (with unsold Common Shares
being deemed to have such maximum slippage) plus broker fees and
related costs in respect of Common Shares sold. If the
Corporation is not permitted to make some or all of such cash
payments in connection with such sale process, then the Corporation
is obligated to issue AIMCo Common Shares on a private placement
basis having a value equal to such unpaid amounts and applying the
maximum pricing discounts permitted by the Toronto Stock Exchange
("TSX"). For the unique feature in (2) approval of the
Corporation's shareholders is required by the TSX. As
Tidewater Midstream and Infrastructure Ltd. owns approximately 69%
of the Common Shares, it is able to provide such approval by giving
its written consent, which it has done, in accordance with the
exemption set forth in Section 604(d) of the TSX Company
Manual. Accordingly, and as provided for in Section 604(d) of
the TSX Company Manual, such unique feature will not be in effect
until five business days after the issuance of this press release
(which has been approved by the TSX) provided such written consent
has been provided to the TSX by such time.
INFOR Financial Inc. and National Bank Financial Inc. served as
exclusive financial advisors to Tidewater Renewables in connection
with the AIMCo Facility.
Forward-Looking
Information
This news release contains forward-looking statements and
forward-looking information (collectively, "forward-looking
statements") that relate to the Corporation current
expectations and views of future events. These
forward-looking statements relate to future events or the
Corporation's future performance. Any statements that
express, or involve discussions as to, expectations, beliefs,
plans, objectives, assumption or future events or performance
(often, but not always, through the use of words or phrases such as
"will likely result", "are expected to", "expects", "will
continue", "is anticipated", "anticipates", "believes",
"estimated", "intends", "plans", "forecast", "projection",
"strategy", "objective" and "outlook") are not historical facts and
may be forward -looking statements and may involve estimates,
assumptions and uncertainties which could cause actual results or
outcomes to differ materially from those expressed 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 new release should not
be unduly relied upon. These statements speak only as of the
date of this new release. In particular and without
limitation, this news release contains forward-looking statements
pertaining to Tidewater Renewables' business as described under the
heading "About Tidewater Renewables" below. Forward-looking
information is based on a number of assumptions and is subject to a
number of risks and uncertainties, many of which are beyond the
Corporation's control, which could cause actual results and events
to differ materially from those that are disclosed in or implied by
such forward-looking information. Such risks and
uncertainties include, but are not limited to, the factors
discussed under "Risk Factors" in the Corporation's supplemented
PREP prospectus dated August 12,
2021, filed on SEDAR. Tidewater Renewables' does not
undertake any obligation to update such forward-looking
information, whether as a result of new information, future events
or otherwise, except as expressly required by applicable
laws.
ABOUT ALBERTA INVESTMENT MANAGEMENT CORPORATION
(AIMCo)
Alberta Investment Management Corporation, AIMCo, is one of
Canada's largest and most
diversified institutional investment managers with CAD $168.3 billion of assets under management, as of
December 31, 2021. AIMCo invests
globally on behalf of 32 pension, endowment and government funds in
the Province of Alberta.
AIMCo's Infrastructure group manages a portfolio of over CAD
$14 billion in investments, comprised
primarily of long-term equity positions in OECD-based
infrastructure assets. These assets typically provide essential
services to the public and are either regulated or have highly
contracted revenues with the potential for long-term capital
appreciation. AIMCo infrastructure investments are intended to
match long duration real return asset characteristics with
inflation-indexed pension liabilities.
For further information:
mediarelations@aimco.ca
ABOUT TIDEWATER
RENEWABLES
Tidewater Renewables is traded on the TSX under the symbol
"LCFS". Tidewater Renewables is a multi-faceted, energy transition
company. The Corporation is focused on the production of low
carbon fuels, including renewable diesel, renewable hydrogen, and
renewable natural gas, as well as carbon capture through future
initiatives. The Corporation was created in response to the
growing demand for renewable fuels in North America and to capitalize on its
potential to efficiently turn a wide variety of renewable
feedstocks (such as tallow, used cooking oil, distillers corn oil,
soybean oil, canola oil and other biomasses) into low carbon
fuels. Tidewater Renewables' objective is to become one of
the leading Canadian renewable fuel producers. The
Corporation is pursuing this objective through the ownership,
development, and operation of clean fuels projects and related
infrastructure, utilizing existing proven technologies.
Organically, Tidewater Renewables will seek to leverage the
existing infrastructure owned by Tidewater Midstream and
Infrastructure Ltd. and in-house operational and engineering
expertise, regarding the development of the Corporation's portfolio
of greenfield and brownfield capital projects as well as the
expansion of the Corporation's product offerings. Additional
information relating to Tidewater Renewables is available on SEDAR
at www.sedar.com and at www.tidewater-renewables.com.
SOURCE Tidewater Renewables Ltd.