Tidewater Midstream and Infrastructure Ltd. and its subsidiary, Tidewater Renewables Ltd., is pleased to announce the pricing of the upsized Tidewater Renewables initial public offering of 10,000,000 common shares of the Company ("Common Shares") at a price of $15.00 per Common Share for aggregate gross proceeds to the Company of $150,000,000 (the "Offering"). The Offering was upsized from an initial size of $125,000,000 as a result of excess demand.
Tidewater Renewables has obtained a receipt for its final base PREP prospectus filed with the securities regulatory authorities in each of the provinces of Canada and has entered into an underwriting agreement in respect of the Offering. The Toronto Stock Exchange (the "TSX") has conditionally approved the listing of the Common Shares, subject to the Company fulfilling all of the initial listing requirements and conditions of the TSX on or before November 8, 2021. The Common Shares are expected to begin trading on the TSX on an "if, as and when issued basis" on August 13, 2021 under the symbol "LCFS". The Offering is expected to close on August 18, 2021, subject to customary closing conditions.
The Company has granted to the Underwriters (as defined below) an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 1,500,000 Common Shares at a price of $15.00 per Common Share for additional gross proceeds of up to $22,500,000. The Over-Allotment Option can be exercised, in whole or in part, in the sole discretion of the Underwriters, for a period of 30 days from the closing date of the Offering.
Following the completion of the Offering, Tidewater Midstream is expected to hold approximately 71% of the common shares of Tidewater Renewables (approximately 68% if the Underwriters' over-allotment option is exercised in full).
The Offering is being made through a syndicate of underwriters led by CIBC Capital Markets and National Bank Financial, and including, ATB ?Capital Markets, RBC Capital Markets, Acumen Capital Partners, ?Canaccord Genuity, ?Scotia Capital Inc., Stifel FirstEnergy, Tudor, Pickering, Holt & Co., Echelon Wealth ?Partners Inc., iA Private Wealth Inc., INFOR Financial Inc., and Paradigm Capital Inc. (collectively, the "Underwriters").
The final base PREP prospectus constitutes a public offering of securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby 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 state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the "United States") and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in the United States.