All financial figures are in Canadian dollars unless otherwise
noted.
CALGARY,
AB, July 12, 2023 /PRNewswire/ - Gibson Energy
Inc. ("Gibson" or the "Company") (TSX: GEI) announced today that it
has closed its previously announced offering of $900 million of senior unsecured medium term
notes consisting of $350 million of
5.80% senior unsecured medium term notes due 2026, $350 million of 5.75% senior unsecured medium
term notes due 2033 and $200 million
of 6.20% senior unsecured medium term notes due 2053 (collectively,
the "Senior Notes"). Gibson concurrently announced today that it
has closed its previously announced offering of $200 million of 8.70% fixed-to-fixed rate
subordinated notes due 2083 callable in 5 years at par (the "Hybrid
Notes" and, collectively with the Senior Notes, the "Notes").
Gibson intends to use the net proceeds from the offerings of
Notes (the "Offerings") to fund a portion of the purchase price for
its acquisition of South Texas Gateway Terminal LLC (the
"Transaction") announced on June 14,
2023 and to fund fees and expenses associated with the
Transaction, including financings for the Transaction.
The completion of the Offerings, together with the completion of
the previously announced offering of subscription receipts which
closed on June 22, 2023, provides the
Company with the funds necessary to complete the Transaction and,
accordingly, the Company expects to cancel the remaining portion of
its previously announced committed acquisition credit
facilities.
Gibson will be required to redeem all of the Notes pursuant to a
special mandatory redemption at a redemption price equal to 101% of
the aggregate principal amount of the Notes, plus accrued and
unpaid (including deferred, as applicable) interest to, but not
including, the date fixed for redemption, if (i) the closing of the
Transaction has not occurred on or prior to 5:00 p.m. (Eastern time) on December 14, 2023, or (ii) prior to such time,
the agreement providing for the Transaction is terminated in
accordance with its terms, or Gibson issues a press release
announcing or notifies the trustees for the Notes, that it does not
intend to proceed with the Transaction.
Closing of the Transaction is expected to occur in the third
quarter of 2023, subject to satisfaction of customary closing
conditions.
The Notes were offered through a syndicate of investment dealers
led by RBC Capital Markets and BMO Capital Markets. The Senior
Notes were issued under Gibson's short form base shelf prospectus
dated August 16, 2021 as supplemented
by a prospectus supplement dated December 7,
2021 and pricing supplements dated June 22, 2023. The Hybrid Notes were issued under
Gibson's short form base shelf prospectus dated August 16, 2021 as supplemented by a prospectus
supplement dated June 22, 2023.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the Notes in any jurisdiction in
which such an offer, solicitation or sale would be unlawful. The
Notes have not been approved or disapproved by any regulatory
authority. The Notes have not been, and will not be, registered
under the United States Securities Act of 1933, as amended, or any
securities laws of any state of the
United States and may not be offered, sold or delivered in
the United States or to, or for
the account or benefit of, United
States persons.
About Gibson
Gibson Energy Inc. is a leading liquids infrastructure company
with its principal businesses consisting of the storage,
optimization, processing, and gathering of liquids and refined
products. Headquartered in Calgary,
Alberta, the Company's operations are currently focused
around its core terminal assets located at Hardisty and Edmonton, Alberta, and include the
Moose Jaw facility in Saskatchewan and an infrastructure position in
the U.S.
Gibson shares trade under the symbol GEI and are listed on the
Toronto Stock Exchange. For more information, visit
www.gibsonenergy.com.
Forward-Looking
Statements
Certain statements contained in this press release constitute
forward-looking information and statements (collectively,
forward-looking statements). All statements other than statements
of historical fact are forward-looking statements. The use of any
of the words "anticipate", "plan", "aim", "target", "contemplate",
"continue", "estimate", "expect", "intend", "propose", "might",
"may", "will", "shall", "project", "should", "could", "would",
"believe", "predict", "forecast", "pursue", "potential",
"possible", "capable" and similar expressions are intended to
identify forward-looking statements. Forward-looking
statements, included or referred to in this press release include,
but are not limited to statements with respect to: the Transaction;
the closing of the Transaction and the timing thereof; Gibson's
financing plan for the Transaction; use of net proceeds from the
Offerings; and expectations regarding the cancellation of Gibson's
committed acquisition credit facilities.
The forward-looking statements reflect Gibson's beliefs and
assumptions with respect to, among other things; the satisfaction
of all conditions to closing the Transaction and the timing
thereof; the successful completion of the Transaction; and general
economic and industry conditions. Forward-looking statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking statements. Although
Gibson believes these statements to be reasonable, no assurance can
be given that the results or events anticipated in these
forward-looking statements will prove to be correct and such
forward-looking statements included in this press release should
not be unduly relied upon. Actual results or events could differ
materially from those anticipated in these forward-looking
statements as a result of, among other things, failure to complete
the Transaction in all material respects in accordance with the
agreement governing the Transaction; failure to obtain, in a timely
manner, regulatory, stock exchange and other required approvals in
connection with the Transaction; unexpected costs or liabilities
related to the Transaction; risks related to the accuracy of
information provided by the sellers of South Texas Gateway Terminal
LLC in respect of the Transaction; the anticipated effect of the
Transaction on Gibson's credit ratings; risks inherent in the
businesses conducted by Gibson and South Texas Gateway Terminal
LLC; the effect of international or global events, including any
governmental responses thereto on Gibson's business; the
uncertainty of the pace and magnitude of the energy transition and
the variation between jurisdictions; risks related to activism,
terrorism or other disruptions to operations; competitive factors
and economic conditions in the industries in which Gibson operates;
prevailing global and domestic financial market and economic
conditions; Gibson's ability to access various sources of debt and
equity capital, generally, and on terms acceptable to Gibson;
changes in government policies, laws and regulations, including
environmental and tax laws and regulations; and levels of demand
for our services and the rate of return for such services.
The forward-looking statements contained in this press release
represent Gibson's expectations as of the date hereof and are
subject to change. Gibson disclaims any intention or obligation to
update or revise any forward-looking statements whether as a result
of new information, future events or otherwise, except as may be
required by applicable laws. Readers are cautioned that the
foregoing lists are not exhaustive. For additional information on
the Company's assumptions, and the risks and uncertainties that
could cause actual results to differ from the anticipated results
of our material risk factors, described in "Forward-Looking
Information" and "Risk Factors" included in Gibson's Annual
Information Form and Management's Discussion and Analysis dated
each dated February 21, 2023, the
prospectus supplement dated June 22,
2023 and the pricing supplements dated June 22, 2023, copies of which are available on
the Company's profile at www.sedar.com.
For further information, please contact:
Beth Pollock
Vice President & Treasurer
Phone: (403) 992-6478
Beth.Pollock@gibsonenergy.com
Media Relations
Phone: (403) 476-6374
Communications@gibsonenergy.com
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SOURCE Gibson Energy Inc.