Superior Plus Announces $60,000,000 Public Offering of Convertible Unsecured Subordinated Debentures


    TSX: SPB

    CALGARY, Aug. 10 /CNW/ - Superior Plus Corp. ("Superior" or the
"Corporation" TSX: SPB) announced today that it has reached an agreement with
a syndicate of underwriters led by TD Securities Inc. and Scotia Capital Inc.,
and including National Bank Financial Inc., CIBC, BMO Capital Markets and
Cormark Securities Inc. (collectively, the "Underwriters"), pursuant to which
Superior will issue on a "bought deal" basis, subject to regulatory approval,
$60,000,000 aggregate principal amount of convertible unsecured subordinated
debentures (the "Debentures") at a price of $1,000 per Debenture. Superior has
granted to the Underwriters an over-allotment option to purchase up to an
additional $9,000,000 aggregate principal amount of Debentures at the same
price (plus accrued interest from closing of the Offering), exercisable in
whole or in part at any time for a period of up to 30 days following closing
of the Offering, to cover over-allotments. Superior intends to use the net
proceeds from the Offering to pay for a portion of its recently announced
proposed acquisition of Specialty Products & Insulation Co., a distributor of
insulation and architectural products in the United States.
    The Debentures will bear interest from the date of issue at 7.5% per
annum, payable semi-annually in arrears on June 30 and December 31 each year
commencing December 31, 2009. The Debentures will have a maturity date of
December 31, 2014 (the "Maturity Date").
    The Debentures will be convertible at the holder's option at any time
prior to the close of business on the earlier of the Maturity Date and the
business day immediately preceding the date specified by Superior for
redemption of the Debentures into fully paid and non-assessable common shares
("Common Shares") of Superior at a conversion price of $13.10 per Common
Share, being a conversion rate of approximately 76.3359 Common Shares for each
$1,000 principal amount of Debentures.
    The Debentures will not be redeemable by Superior on or before August 31,
2012. On and after August 31, 2012 and prior to August 31, 2013, the
Debentures may be redeemed in whole or in part from time to time at Superior's
option, provided that the volume weighted average trading price of the Common
Shares on the TSX on the 20 consecutive trading days ending on the fifth
trading day preceding the date on which the notice of the redemption is given
is not less than 125% of the Conversion Price. On and after August 31, 2013,
the debentures may be redeemed in whole or in part from time to time at
Superior's option at a price equal to their principal amount plus accrued
    Closing of the Offering is expected to occur on or about August 28, 2009.
The Offering is subject to normal regulatory approvals, including approval of
the TSX.

    About the Corporation

    Superior Plus is a diversified corporation. The Corporation holds 100% of
Superior Plus LP, a limited partnership formed between Superior General
Partner Inc., as general partner and the Corporation as limited partner.
Superior Plus is focused on stability of dividends with value growth and has
four Canadian based operating businesses: Superior Propane is Canada's largest
distributor of propane and related products and services; ERCO Worldwide is a
leading supplier of chemicals and technology to the pulp and paper industries
and a regional Midwest supplier of chloralkali and potassium products; Winroc
is a leading distributor of walls and ceilings construction products in North
America; and Superior Energy Management provides fixed-price natural gas
supply services in Ontario, Quebec, and British Columbia along with
fixed-price electricity supply services in Ontario.
    The Corporation's shares and convertible debentures trade on the TSX as

     Symbol      Security                      Issued and Outstanding
    SPB          Common Shares                  88.4 million
    SPB.db.b     5.75% Debentures, Series 1   $174.9 million principal amount
    SPB.db.c     5.85% Debentures, Series 1    $75.0 million principal amount

    Forward Looking Information

    Certain information included in this Press Release is forward-looking,
within the meaning of applicable Canadian securities laws. Much of this
information can be identified by looking for words such as "believe",
"expects", "expected", "will", "intends", "projects", "anticipates",
"estimates", "continues" or similar words. In particular, this press release
includes forward-looking information pertaining to the proposed timing of
completion of the offering and the completion of the acquisition of Specialty
Products and Insulation Co. Superior believes the expectations reflected in
such forward-looking information are reasonable but no assurance can be given
that these expectations will prove to be correct and such forward-looking
statements should not be unduly relied upon.
    Forward-looking information is based on current information and
expectations that involve a number of risks and uncertainties, which could
cause actual results to differ materially from those anticipated. These risks
include, but are not limited to, risks associated with the ability to satisfy
regulatory and commercial closing conditions of the Acquisition, the
uncertainty associated with accessing capital markets and the risks related to
Superior's businesses including those identified in Superior's 2008 Annual
Information Form under the heading "Risk Factors". Reference should be made to
this additional information prior to making any investment decision. Forward
looking information contained in this press release is made as of the date
hereof and is subject to change. The company assumes no obligation to revise
or update forward looking information to reflect new circumstances, except as
required by law.

For further information:

For further information: about Superior Plus, please visit our website
at: or contact: Wayne Bingham, Executive Vice-President
and Chief Financial Officer, Tel: (403) 218-2951, Fax: (403) 218-2973, E-mail: or A. Scott Daniel, Vice-President, Treasurer and
Investor Relations, Tel: (403) 218-2953, Fax: (403) 218-2973, E-mail:, Toll Free: 1-866-490-PLUS (7587)

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