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SNC-Lavalin Group Inc. (TSX:SNC) (“SNC-Lavalin” or the “Corporation”) announced today that it has priced an offering of $525 million aggregate principal amount of unsecured debentures in three series (collectively, the New Debentures) consisting of (i) $150 million in Floating Rate Series 2 Debentures due 2019 (the Series 2 Debentures), (ii) $175 million in Floating Rate Series 3 Debentures due 2021 (the Series 3 Debentures), and (iii) $200 million in 3.235% Series 4 Debentures due 2023 (the Series 4 Debentures). The New Debentures are being offered through a syndicate of agents led by BMO Capital Markets, CIBC World Markets, National Bank Financial Markets and Scotiabank, as joint bookrunners, and which also includes RBC Capital Markets, TD Securities, HSBC Securities and Desjardins Securities. The Series 2 Debentures, the Series 3 Debentures and the Series 4 Debentures will be issued at par. The issuance of each of the three series of New Debentures is not conditioned upon one another and closing is expected to occur on or about March 2, 2018, subject to customary closing conditions. SNC-Lavalin intends to use the net proceeds of the offering to repay certain outstanding indebtedness and for general corporate purposes.
The Series 2 Debentures will bear interest at a rate equal to the 3‑month bankers' acceptance rate (CDOR) plus 35 basis points (or 0.35%) and the Series 3 Debentures will bear interest at a rate equal to the 3‑month bankers' acceptance rate (CDOR) plus 54 basis points (or 0.54%), in each case to be set quarterly on the 2nd day of March, June, September and December of each year. The interest rate for the initial quarterly period for each of the Series 2 Debentures and Series 3 Debentures will be set on the expected closing date of March 2, 2018, and interest will be payable in cash quarterly, in arrears, over their respective one-year and three‑year terms on the 2nd day of March, June, September and December of each year, commencing on June 2, 2018. The Series 4 Debentures will bear interest at a fixed annual rate of 3.235%, payable in equal semi-annual instalments over the 5-year term, commencing on September 2, 2018.
The New Debentures will be direct unsecured obligations of SNC-Lavalin, will rank pari passu with all other unsecured and unsubordinated indebtedness of SNC-Lavalin (including its existing 6.19% debentures due July 2019 and 2.689% Series 1 debentures due November 2020 as well as indebtedness under its existing main credit agreement) and will be guaranteed by the same subsidiaries that guarantee SNC-Lavalin’s obligations under its existing main credit agreement and its other outstanding debentures.
The New Debentures have been assigned a provisional rating of BBB, with a stable trend, by DBRS Limited and BBB by Standard & Poor’s, and are being offered in Canada on a private placement basis in reliance upon exemptions from the prospectus requirements under applicable securities legislation.
The New Debentures have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the New Debentures in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The New Debentures have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under, or an applicable exemption from the registration requirements of, the U.S. Securities Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer to sell or a solicitation of an offer to buy the New Debentures in any jurisdiction where it is unlawful to do so.
Founded in 1911, SNC-Lavalin is a global fully integrated professional services and project management company and a major player in the ownership of infrastructure. From offices around the world, SNC-Lavalin's employees are proud to build what matters. Our teams provide comprehensive end-to-end project solutions – including capital investment, consulting, design, engineering, construction, sustaining capital and operations and maintenance – to clients in oil and gas, mining and metallurgy, infrastructure and power. On July 3, 2017, SNC-Lavalin acquired Atkins, one of the world’s most respected design, engineering and project management consultancies. www.snclavalin.com
Statements made in this news release that describe the Corporation’s or management’s budgets, estimates, expectations, forecasts, objectives, predictions, projections of the future or strategies may be “forward-looking statements”, which can be identified by the use of the conditional or forward-looking terminology such as “aims”, “anticipates”, “assumes”, “believes”, “cost savings”, “estimates”, “expects”, “goal”, “intends”, “may”, “plans”, “projects”, “should”, “synergies”, “target”, “vision”, “will”, or the negative thereof or other variations thereon. Forward-looking statements also include any other statements that do not refer to historical facts. Forward-looking statements also include statements relating to the following: i) future capital expenditures, revenues, expenses, earnings, economic performance, indebtedness, financial condition, losses and future prospects; and ii) business and management strategies and the expansion and growth of the Corporation’s operations. Specific forward-looking statements in this news release, include, but are not limited to, statements with respect to the offering of New Debentures and the intended timing and use of proceeds thereof, and with respect to the credit ratings assigned to the New Debentures.
All such forward-looking statements are made pursuant to the “safe-harbour” provisions of applicable Canadian securities laws. Forward-looking statements made in this news release are based on a number of assumptions. The Corporation cautions that, by their nature, forward-looking statements involve risks and uncertainties, and that its actual actions and/or results could differ materially from those expressed or implied in such forward-looking statements, or could affect the extent to which a particular projection materializes. In addition, the closing of the offering and issuance of the New Debentures is subject to general market and other conditions and there are no assurances that the proposed issuances of New Debentures will be completed or that the terms of the offering will not be modified. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of the Corporation’s current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of the Corporation’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes.
The forward-looking statements contained in this news release are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking statements herein reflect the Corporation’s expectations as at the date of this news release and are subject to change after such date. The Corporation does not undertake to update publicly or to revise any such forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable legislation or regulation.