Transcontinental announces offering of C$250M aggregate principal amount of 3.897% senior unsecured notes due 2019; company will use proceeds to repay outstanding debt and for general corporate purposes
May 8, 2014
– Transcontinental Inc. (TSX: TCL.A, TCL.B, TCL.PR.D) announced today that it has priced an offering of $250 million aggregate principal amount of 3.897% senior unsecured notes ("the Notes") due in 2019. The Notes are being offered through an agency syndicate led by CIBC World Markets Inc. and Scotia Capital Inc. The Notes will be issued at par for aggregate gross proceeds of $250 million. The offering is expected to close on or about May 13, 2014, subject to customary closing conditions. Transcontinental Inc. intends to use the net proceeds of the offering to repay outstanding indebtedness under its revolving credit facility and for general corporate purposes.
The Notes will bear interest at a fixed annual rate of 3.897%, payable in equal semi-annual instalments over the five-year term. The Notes will be direct unsecured obligations of Transcontinental Inc. and will rank pari passu with all other unsecured and unsubordinated indebtedness of Transcontinental Inc. The Notes are being offered in Canada on a private placement basis in reliance upon exemptions from the prospectus requirements under applicable securities legislation.
"Today's announced debt offering will provide the Corporation with continued flexibility to pursue its transformation and execute its growth strategy supported by a strong balance sheet. Furthermore, the current environment provides the Corporation with an opportunity to secure financing at attractive levels," said Nelson Gentiletti, Chief Financial and Development Officer of Transcontinental Inc.
The Notes 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 Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered, sold or delivered in the United States of America or its territories or possessions or to U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to an exemption therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes in the United States.
About TC Transcontinental
Largest printer and a leading provider of media and marketing activation solutions in Canada, TC Transcontinental creates products and services that allow businesses to attract, reach and retain their target customers. The Corporation specializes in print and digital media, the production of magazines, newspapers, books and custom content, mass and personalized marketing, interactive and mobile applications, door-to-door distribution, and also manufactures a range of flexible packaging products in the United States.
Transcontinental Inc. (TSX: TCL.A, TCL.B, TCL.PR.D), including TC Transcontinental, TC Media, TC Transcontinental Printing and TC Transcontinental Packaging, has over 9,000 employees in Canada and the United States, and revenues of C$2.1 billion in 2013. Website www.tc.tc.
Our public communications often contain oral or written forward-looking statements which are based on the expectations of management and inherently subject to a certain number of risks and uncertainties, known and unknown. By their very nature, forward-looking statements are derived from both general and specific assumptions. The Corporation cautions against undue reliance on such statements since actual results or events may differ materially from the expectations expressed or implied in them. Forward-looking statements may include observations concerning the Corporation's objectives, strategy, anticipated financial results and business outlook. The Corporation's future performance may also be affected by a number of factors, many of which are beyond the Corporation's will or control. In addition, the closing of the proposed offering of Notes is subject to general market and other conditions and there can be no assurance that the proposed offering of Notes will be completed or that the terms of the proposed offering of Notes will not be modified. These factors include, but are not limited to, the economic situation in the world and particularly in Canada and the United States, structural changes in the industries in which the Corporation operates, the exchange rate, availability of capital, energy costs, competition, the Corporation's capacity to engage in strategic transactions and integrate acquisitions into its activities, the regulatory environment, the safety of our packaging products used in the food industry, innovation of our offering and concentration of our sales in certain segments. The main risks, uncertainties and factors that could influence actual results are described in Management's Discussion and Analysis (MD&A) for the fiscal year ended on October 31st, 2013, in the latest Annual Information Form and have been updated in the MD&A for the first quarter ended January 31st, 2014 (available on SEDAR at www.sedar.com).
Unless otherwise indicated by the Corporation, forward-looking statements do not take into account the potential impact of nonrecurring or other unusual items, nor of divestitures, business combinations, mergers or acquisitions which may be announced after the date of May 8, 2014.
The forward-looking statements in this press release are made pursuant to the "safe harbour" provisions of applicable Canadian securities legislation.
The forward-looking statements in this release are based on current expectations and information available as at May 8, 2014. Such forward-looking information may also be found in other documents filed with Canadian securities regulators or in other communications. The Corporation's management disclaims any intention or obligation to update or revise these statements unless otherwise required by the securities authorities.
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