TWM Tidewater Midstream and Infrastructure Ltd

THIS RELEASE IS INTENDED FOR DISTRIBUTION OUTSIDE THE UNITED STATES ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION WITHIN THE UNITED STATES

Senior Unsecured Note Offering

Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the “Corporation”) (TSX:TWM) is pleased to announce that it has agreed to issue $125 million of 6.75% senior unsecured notes due December 19, 2022 (the “Notes”) by way of private placement (the “Private Placement”). The Notes will be issued at a price of $994.79 per $1,000 principal amount. The Private Placement is expected to close December 19, 2017, subject to the satisfaction of customary closing conditions.

Tidewater intends to use the net proceeds from the Private Placement for a non-permanent repayment of indebtedness under Tidewater's existing credit facility, drawn to fund its various capital projects, and for general corporate purposes.  Assuming closing of the Private Placement, Tidewater will be fully funded to execute on its recently announced Deep Cut Montney Sour Gas Plant and 120 km natural gas pipeline from the Corporation’s Brazeau River Complex.  Funding requirements will vary depending on whether Tidewater’s anchor tenants exercise their working interest options in these projects.

CIBC Capital Markets acted as sole book-runner and co-lead agent for the Private Placement along with a syndicate that included National Bank Financial Inc. as co-lead agent, AltaCorp Capital Inc., Macquarie Capital Markets Canada Ltd., RBC Dominion Securities Inc., Cormark Securities Inc., Raymond James Ltd. and Scotia Capital Inc.

The Notes will not be qualified for distribution to the public under the securities laws of any province or territory of Canada and may not be offered or sold in Canada, directly or indirectly, other than pursuant to applicable private placement exemptions. The Notes will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction.

Amendment to Credit Facility

Tidewater has amended its existing credit facility to allow for the Private Placement which includes an amendment to its consolidated debt/EBITDA covenant to 4.5x and the introduction of a consolidated senior debt/EBITDA covenant of 3.5x.

The Corporation's Business

Tidewater is traded on the TSX under the symbol “TWM”. Tidewater’s business objective is to build a diversified midstream and infrastructure company in the North American natural gas and natural gas liquids (“NGL”) space. Its strategy is to profitably grow and create shareholder value through the acquisition and development of oil and gas infrastructure. Tidewater plans to achieve its business objective by providing customers with a full service, vertically integrated value chain through the acquisition and development of oil and gas infrastructure including: gas plants, pipelines, railcars, trucks, export terminals and storage facilities.

Cautionary Notes

Advisory Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of applicable securities laws.  In particular, this news release contains forward-looking statements with respect to the timing and completion of the proposed offering of Notes by way of the Private Placement, the use of proceeds from the Private Placement and funding of Tidewater projects.  Although Tidewater believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on them because Tidewater can give no assurance that such expectations will prove to be correct.  Assumptions have been made with respect to, among other things, general economic and market conditions and closing of the Private Placement.  Factors that could cause actual results to differ materially from those set forward in the forward looking statements include, among other things, general economic and market conditions, industry conditions, market and commodity price volatility and Tidewater's financial and operational performance and results.  Tidewater undertakes no obligation to update the forward-looking statements herein except as required by applicable laws.

Non-GAAP Financial Measures

This press release refers to “EBITDA” which does not have any standardized meaning prescribed by generally accepted accounting principles in Canada (“GAAP”).  EBITDA is calculated as income or loss before interest, taxes, depreciation and amortization. 

Tidewater Management believes that EBITDA provides useful information to investors as it provides an indication of results generated from the Corporation’s operating activities prior to financing, taxation and non-recurring/non-cash impairment charges occurring outside the normal course of business.  Investors should be cautioned that EBITDA should not be construed as an alternative to earnings, cash flow from operating activities or other measures of financial results determined in accordance with GAAP as an indicator of the Corporation’s performance and may not be comparable to companies with similar calculations.

For more information with respect to financial measures which have not been defined by GAAP, including reconciliations to the closest comparable GAAP measure, see the “Non-GAAP and Additional Measures” section of Tidewater’s most recent MD&A which is available on SEDAR.

Tidewater Midstream & Infrastructure Ltd.
Joel MacLeod
Chairman, President and CEO
587.475.0210
jmacleod@tidewatermidstream.com

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