Tidewater Midstream and Infrastructure Ltd. Announces Definitive Agreement to Sell the Pioneer Pipeline and Second Quarter Dividend
CALGARY, AB, June 18, 2020 /CNW/ -
Pioneer Pipeline Disposition – Definitive Agreement
Tidewater Midstream and Infrastructure Ltd. ("Tidewater" or the "Corporation") (TSX: TWM) is pleased to announce that, with its partner TransAlta Corporation ("TransAlta"), it has entered into a definitive Purchase and Sale Agreement with respect to the previously announced sale of the Pioneer Pipeline to NOVA Gas Transmission Ltd., a wholly-owned subsidiary of TC Energy, for total cash consideration of $255.0 million (the "Pioneer Transaction"). The Pioneer Pipeline is a 20 inch, 120km pipeline connecting Tidewater's Brazeau River Complex to TransAlta's generating units at Keephills along with an 11km lateral to Sundance. Throughput from the Pioneer Pipeline is approximately 130MMcf/d of natural gas. Proceeds of the transaction will be split equally between Tidewater and TransAlta pursuant to their existing Pioneer Pipeline partnership.
In addition, Tidewater and TransAlta have agreed to terms whereby, upon closing of the Pioneer Transaction, TransAlta will pay Tidewater $10.5 million for certain ancillary assets not included in the Pioneer Transaction, and for completion of some budgeted restoration work along the Pioneer Pipeline route that was delayed until 2020 due to weather.
Closing of the Pioneer Transaction is subject to certain customary conditions for a transaction of this nature including regulatory approval.
Tidewater will use the proceeds from the disposition to accelerate its deleveraging plan and repay debt under its credit facilities.
Second Quarter 2020 Dividend
Tidewater is pleased to announce that its Board of Directors has declared a dividend for the second quarter 2020 of $0.01 per common share payable on or about July 31, 2020 to shareholders of record on June 30, 2020. The ex-dividend date is June 29, 2020. This dividend is an eligible dividend for the purpose of the Income Tax Act (Canada).
About Tidewater
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, natural gas liquids and crude oil 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: refineries, gas plants, pipelines, railcars, trucks, export terminals and storage facilities.
Cautionary Notes
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 information" within the meaning of applicable Canadian securities legislation ("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: the sale of the Pioneer Pipeline to NGTL and the sale of certain ancillary assets to TransAlta Corporation (the "Proposed Transactions") and the proceeds to be received by Tidewater from the Proposed Transactions; and, Tidewater's projected use of proceeds from the Proposed Transaction. These forward-looking statements are based on certain key assumptions regarding, among other things: Tidewater's ability to execute on its business plan; the timely receipt of all governmental and regulatory approvals; that third parties will provide any necessary support; that any third party projects relating to the Corporation's divestitures will be sanctioned and completed as expected; that there are no unforeseen events preventing the performance of contracts; that there are no unforeseen material changes related to the Corporation's divestitures including the Proposed Transaction, that counterparties will comply with contracts in a timely manner; new commercial arrangements or current operations; our operating activities; 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. These known and unknown risks and uncertainties, include, but are not limited to: the regulatory environment and decisions; the possibility that governmental policies or laws may change or governmental approvals may be delayed or withheld; failure to negotiate and conclude any required commercial agreements or to close the Proposed Transactions as planned and on the negotiated terms; non-performance of agreements in accordance with their terms; the impact of competitive entities and pricing; reliance on key industry partners, alliances and agreements; the continuation or completion of third-party projects; actions by governmental or regulatory authorities including changes in tax laws and treatment, construction delays; labour and material shortages; and certain other risks detailed from time to time in Tidewater's public disclosure documents including, among other things, those detailed under the heading "Risk Factors" in Tidewater's most recent management's discussion and analysis and annual information form for the year ended December 31, 2019.
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.
Additional information relating to Tidewater is available on SEDAR at www.sedar.com and at www.tidewatermidstream.com.
SOURCE Tidewater Midstream and Infrastructure Ltd.
Contact Information, Tidewater Midstream & Infrastructure Ltd., Joel MacLeod, Chairman, President and CEO, 587.475.0210, [email protected]
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