Tidewater Midstream and Infrastructure Ltd. Announces Filing of Financial Statements, MD&A and Provides Update

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

CALGARY, June 3, 2015 /CNW/ - Tidewater Midstream and Infrastructure Ltd. ("Tidewater" or the "Corporation") (TSXV: TWM) is pleased to announce that it has filed its interim financial statements and MD&A for the period ended March 31, 2015.  Readers should note that the March 31, 2015 date was prior to the completion of the initial public offering of the Corporation. 

On June 2, 2015, the Corporation announced a transformative acquisition to acquire a 63% operated working interest in a gas processing facility and related pipelines (the "Assets") located in the West Pembina region in central Alberta (the "Acquisition") for $180 million. The $180 million is comprised of $170 million in cash and $10 million in Tidewater common shares (each share valued at the price of $1.35). 

The Acquisition is intended to be financed by a bought deal financing with CIBC World Markets Inc. ("CIBC") and Macquarie Capital Markets Canada Ltd. ("Macquarie" and together with CIBC, the "Underwriters") pursuant to which the Underwriters will purchase for sale 118,519,000 subscription receipts ("Subscription Receipts") at an issue price of $1.35 per Subscription Receipt, on a bought deal basis for aggregate gross proceeds of $160,000,650 (the "Base Offering"). Additionally, the Corporation has granted a broader syndicate of underwriters co-led by CIBC and Macquarie an option to purchase, on the same terms as the Base Offering, up to an additional 37,038,000 Subscription Receipts for additional aggregate gross proceeds of up to $50,001,300 (the "Underwriters' Option" and, together with the Base Offering, the "Offering").

Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration, one Tidewater common share upon completion of the Acquisition. The gross proceeds from the sale of the Subscription Receipts will be held by an escrow agent and invested in short term obligations issued or guaranteed by the Government of Canada (or other approved investments) pending satisfactory completion of all conditions to the Acquisition (other than the funding of the purchase price).

Readers are directed to the press release earlier on June 2, 2015 for full particulars regarding the Acquisition and Offering.

Closing of the Acquisition and the Offering are subject to customary conditions and regulatory approvals, including the approval of the TSX-V.

The Corporation will be posting an updated corporate presentation on its website.

Cautionary Notes

The Corporation's Business

In connection with the execution of the Corporation's intended business plan, the Corporation has entered into: (i) a letter agreement to acquire five railcars in connection with its initial public offering; (ii) an agreement with a senior integrated oil and gas producer to utilize such railcars; (iii) an agreement to lease an additional ten new pressure railcars, which it anticipates taking delivery of in late June 2015; and (iv) the definitive agreements pursuant to the Acquisition. Although Management has no reason to believe that the foregoing transactions will not close, the Corporation is dependent on such transactions for the generation of revenue.

Advisory Regarding Forward-Looking Statements

In the interest of providing Tidewater's shareholders and potential investors with information regarding Tidewater, including management's assessment of Tidewater's future plans and operations, certain statements in this press release are "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). In some cases, forward-looking statements can be identified by terminology such as "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "may", "objective", "ongoing", "outlook", "potential", "project", "plan", "should", "target", "would", "will" or similar words suggesting future outcomes, events or performance. The forward-looking statements contained in this press release speak only as of the date thereof and are expressly qualified by this cautionary statement.

Specifically, this press release contains forward-looking statements relating to but not limited to: our business strategies, plans and objectives, the Acquisition, the Offering (and the anticipated use of proceeds thereof), the Corporation's dividend policy. These forward-looking statements are based on certain key assumptions regarding, among other things: the closing of the Acquisition, the closing of the Offering, our ability to execute on our business plan for the Assets; the receipt, in a timely manner, of regulatory and other required approvals for the Offering, the Acquisition and our operating activities; the availability and cost of labour and other industry services; the continuance of existing and, in certain circumstances, proposed tax and royalty regimes; and current industry conditions, laws and regulations continuing in effect (or, where changes are proposed, such changes being adopted as anticipated). Readers are cautioned that such assumptions, although considered reasonable by Tidewater at the time of preparation, may prove to be incorrect.

Actual results achieved will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors.

The above summary of assumptions and risks related to forward-looking statements in this press release has been provided in order to provide shareholders and potential investors with a more complete perspective on Tidewater's current and future operations and such information may not be appropriate for other purposes. There is no representation by Tidewater that actual results achieved will be the same in whole or in part as those referenced in the forward-looking statements and Tidewater does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

U.S. Securities Laws

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States unless an exemption from such registration is available.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

TSX Venture Exchange

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Tidewater Midstream and Infrastructure Ltd.

Image with caption: "Tidewater Midstream and Infrastructure Ltd. (CNW Group/Tidewater Midstream and Infrastructure Ltd.)". Image available at: http://photos.newswire.ca/images/download/20150602_C6324_PHOTO_EN_17467.jpg

For further information: Tidewater Midstream and Infrastructure Ltd., Joel A. MacLeod, Chairman, President and Chief Executive Officer, 403-880-2969

RELATED LINKS
www.tidewatermidstream.com

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