/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, Oct. 9, 2013 /CNW/ - Veresen Inc. ("Veresen") (TSX: VSN) announced today it has agreed to issue 6,000,000
Cumulative Redeemable Preferred Shares, Series C ("Series C Preferred Shares") at a price of $25.00 per share (the "Offering") for aggregate gross proceeds of $150 million on a bought deal basis.
The Series C Preferred Shares will be offered to the public through a
syndicate of underwriters co-led by Scotiabank,TD Securities Inc. and CIBC.
The holders of Series C Preferred Shares will be entitled to receive
fixed cumulative dividends at an annual rate of 5.00%, representing $1.25 per share, payable quarterly for an initial period up to but excluding March 31,
2019, as and when declared by the Board of Directors of Veresen. The
first quarterly dividend payment date is scheduled for December 31,
2013. The dividend rate will reset on March 31, 2019 and every five
years thereafter at a rate equal to the sum of the then five-year
Government of Canada bond yield plus 3.01%. The Series C Preferred Shares are redeemable by Veresen, at its option,
on March 31, 2019 and on March 31 of every fifth year thereafter at a price of $25.00 per share plus accrued and unpaid dividends.
Holders of Series C Preferred Shares will have the right to convert all
or any part of their shares into Cumulative Redeemable Preferred
Shares, Series D ("Series D Preferred Shares"), subject to certain conditions, on March
31, 2019, and on March 31 of every fifth year thereafter. The holders of Series D Preferred Shares
will be entitled to receive quarterly floating rate cumulative
dividends, as and when declared by the Board of Directors of Veresen,
at a rate equal to the sum of the then 90-day Government of Canada
treasury bill rate plus 3.01%.
Veresen has granted the underwriters an option to purchase at the
offering price an additional 2,000,000 Series C Preferred Shares at a price of $25.00 per share exercisable in whole or in part at any
time up to 6:30 AM (Calgary time) on the date that is two business days
prior to closing. Should the option be fully exercised, the total gross
proceeds of the Offering will be $200 million.
The Offering is expected to close on or about October 21, 2013, subject
to customary closing conditions. Net proceeds from the Offering will be used to reduce indebtedness,
partially fund capital expenditures and for other general corporate
The Series C Preferred Shares will be issued pursuant to a prospectus
supplement that will be filed with the securities regulatory authority
in each of the provinces of Canada under Veresen's short form base
shelf prospectus dated September 20, 2013. An application has been made
to list the Series C Preferred Shares and the Series D Preferred Shares
on the Toronto Stock Exchange. The Offering is subject to receipt of
all necessary regulatory and stock exchange approvals.
The Series C Preferred Shares have not been 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. This news release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall
there be any offer, solicitation or sale of the securities in any state
in which such offer, solicitation or sale would be unlawful.
About Veresen Inc.
Veresen is a publicly-traded dividend paying corporation based in
Calgary, Alberta, that owns and operates energy infrastructure assets
across North America. Veresen is engaged in three principal businesses:
a pipeline transportation business comprised of interests in two
pipeline systems, the Alliance Pipeline and the Alberta Ethane
Gathering System; a midstream business which includes ownership
interests in a world-class natural gas liquids extraction facility near
Chicago, the Hythe/Steeprock complex and other natural gas and NGL
processing energy infrastructure; and a power business with renewable
and gas-fired facilities and development projects in Canada and the
United States, and district energy systems in Ontario and Prince Edward
Island. Veresen is actively developing a number of greenfield projects
and, in the normal course of its business, regularly evaluates and
pursues acquisition and development opportunities.
Veresen's common shares, Series A Preferred Shares and 5.75% convertible
unsecured subordinated debentures, Series C due July 31, 2017 are
listed on the Toronto Stock Exchange under the symbols "VSN",
"VSN.PR.A" and VSN.DB.C", respectively. For further information, please
Forward Looking Information
Certain information contained herein relating to, but not limited to,
Veresen and its businesses and the offering of the Series C Preferred
Shares, constitutes forward-looking information under applicable
securities laws. All statements, other than statements of historical
fact, which address activities, events or developments that Veresen
expects or anticipates may or will occur in the future, are
forward-looking information. Forward-looking information typically
contains statements with words such as "may", "estimate", "anticipate",
"believe", "expect", "plan", "intend", "target", "project", "forecast"
or similar words suggesting future outcomes or outlook. Forward-looking
statements in this news release include, but are not limited to,
statements with respect to the timing of completion and size of the
Offering, the use of the proceeds of the Offering and dividend rates.
Additional information on risks, uncertainties and factors that could
affect Veresen's operations or financial results is included in its
filings with the securities commissions or similar authorities in each
of the provinces of Canada, as may be updated from time to time.
Readers are also cautioned that such additional information is not
exhaustive. The impact of any one risk, uncertainty or factor on a
particular forward-looking statement is not determinable with certainty
as these factors are independent and management's future course of
action would depend on its assessment of all information at that time.
Although Veresen believes that the expectations conveyed by the
forward- looking information are reasonable based on information available on the
date of preparation, no assurances can be given as to future results,
levels of activity and achievements. Undue reliance should not be
placed on the information contained herein, as actual results achieved
will vary from the information provided herein and the variations may
be material. Veresen makes no representation that actual results
achieved will be the same in whole or in part as those set out in the
forward-looking information. Furthermore, the forward-looking
statements contained herein are made as of the date hereof, and Veresen
does not undertake any obligation to update publicly or to revise any
forward-looking information, whether as a result of new information,
future events or otherwise, except as required by applicable laws. Any
forward-looking information contained herein is expressly qualified by
this cautionary statement.
SOURCE: Veresen Inc.
For further information:
Director, Investor Relations
Phone: (403) 213-3633