The company has fully used a portion of the net proceeds from the offering to repay its US$205 million senior secured credit facility. The company intends to use the remainder of the net proceeds from the offering to repay other indebtedness and general corporate purposes.
The initial purchasers under the offering were Deutsche Bank Securities Inc. and Clarksons Platou Securities AS, which acted as joint book-running managers, BMO Capital Markets Corp., Canaccord Genuity LLC, and TD Securities Inc., which acted as passive book-running managers, and B. Riley Securities, Inc., Cormark Securities Inc., Cowen and Company, LLC, National Bank Financial Inc., Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, Industrial Alliance Securities Inc., and Tuohy Brothers Investment Research Inc., which acted as co-managers (collectively, the “Initial Purchasers”).
The company has granted the Initial Purchasers an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional US$33,750,000 aggregate principal amount of Notes, exercisable in whole or in part at any time until 30 days after the pricing of the offering, which occurred on December 1, 2021. If the Over-Allotment Option is exercised in full, the offering size will increase to US$258,750,000 aggregate principal amount of notes.
The notes are unsecured and will accrue interest payable semi-annually in arrears at a rate of 1.75% per annum on January 15 and July 15 of each year, beginning on July 15, 2022. Prior to October 15, 2026, the Notes will be convertible at the option of the holders during certain periods, upon satisfaction of certain conditions. After that, the Notes will be convertible at any time until the close of business on the business day immediately preceding the maturity date. Upon conversion, the Notes may be settled, at the company’s election, in the company’s common shares (the “Shares”), cash, or a combination thereof. The initial conversion rate for the Notes will be 21.2307 Shares per US$1,000 principal amount of Notes, equivalent to an initial conversion price of approximately US$47.10 per Share. The initial conversion price of the Notes represents a premium of approximately 35% to the last reported sale price of the Shares on the New York Stock Exchange on December 1, 2021.
The Notes will mature on January 15, 2027, unless earlier repurchased, redeemed, or converted. The company may not redeem the Notes prior to December 6, 2024, except upon the occurrence of certain changes to the laws governing Canadian withholding taxes. After December 6, 2024, the company will have the right to redeem the Notes at its option in certain circumstances. Holders of Notes will have the right to require the company to repurchase their notes upon the occurrence of certain events.
The Notes were offered on a private placement basis and were not offered by way of a prospectus in Canada, the U.S., or any other jurisdiction. The Notes and the distribution of shares issuable upon conversion of the Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the rules promulgated thereunder and applicable state securities laws. The Notes were offered (i) to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and (ii) outside the United States to non-U.S. persons in reliance on Rule 903 of Regulation S under the Securities Act, and, in the case of offers in Canada, to persons who are “accredited investors” and “permitted clients” within the meaning of Canadian securities laws.