/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES./
CALGARY,
AB, June 22, 2023 /CNW/ - Gibson Energy Inc.
("Gibson" or the "Company") (TSX: GEI) is pleased to announce the
closing of its previously announced bought deal offering (the
"Equity Offering") of subscription receipts ("Subscription
Receipts"). Pursuant to the Equity Offering, Gibson issued a total
of 20,010,000 Subscription Receipts, including 2,610,000
Subscription Receipts issued pursuant to the exercise in full by
the underwriters of their over-allotment option. The Subscription
Receipts were issued at an offering price of $20.15 per Subscription Receipt for total gross
proceeds of approximately $403
million.
"The successful closing of the Equity Offering, including the
exercise of the over-allotment option, reflects strong investor
support for the on-strategy acquisition of the South Texas Gateway
Terminal," said Sean Brown, Senior
Vice President and Chief Financial Officer. "Pro forma the
transaction, Gibson maintains its industry leading balance sheet
and is well positioned to create long-term growth and value for all
our stakeholders."
Each Subscription Receipt will entitle the holder to receive,
without payment of additional consideration and without further
action, one common share of Gibson (a "Common Share") upon the
closing of the Transaction (as defined below), together with a
dividend equivalent payment in an amount per Subscription Receipt,
as applicable, equal to the amount per Common Share of any cash
dividends declared by the board of directors of Gibson on the
Common Shares to holders of record on a date during the period
from, and including, the date hereof to, but excluding, the closing
date of the Transaction (the "Dividend Equivalent Payment"), net of
any applicable withholding taxes. The Dividend Equivalent Payment
will be made on the later of the closing date of the Transaction
and the date the dividend is paid to holders of Common Shares. In
the event that the Transaction does not close, holders of
Subscription Receipts will not be entitled to receive any Dividend
Equivalent Payment. The Subscription Receipts are listed on the
Toronto Stock Exchange under the symbol "GEI.R" and it is expected
that trading of the Subscription Receipts will commence today.
The net proceeds from the Equity Offering will be held in escrow
and are intended to be used by Gibson to fund a portion of the
purchase price of Gibson's previously announced acquisition of 100%
of the membership interests of South Texas Gateway Terminal LLC
(the "Transaction"). Closing of the Transaction is expected to
occur in the third quarter of 2023, subject to satisfaction of
customary closing conditions. For further information regarding the
Transaction and the Subscription Receipts, including related risk
factors, refer to the Company's prospectus supplement dated
June 16, 2023 to the base shelf
prospectus dated August 16, 2021, a
copy of which is available on the Company's profile at
www.sedar.com.
The Equity Offering was made through a syndicate of underwriters
co-led by BMO Capital Markets and RBC Capital Markets.
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.
This press release does not constitute an offer to sell
securities, nor is it a solicitation of an offer to buy
securities, in any jurisdiction. All sales will be made
through registered securities dealers in jurisdictions where the
Equity Offering has been qualified for distribution. Neither the
Subscription Receipts nor the underlying common shares have been or
will be registered under the U.S. Securities Act of 1933, as
amended, or any state securities laws and such securities may
not be offered or sold in the United
States absent registration or pursuant to an exemption from
such registration.
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; and use of net proceeds from
the Equity Offering.
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
Transaction; failure to obtain, in a timely manner, regulatory,
stock exchange and other required approvals in connection with the
Equity Offering and 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 each
dated February 21, 2023 and the
prospectus supplement dated June 16,
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
SOURCE Gibson Energy Inc.