/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR DISSEMINATION IN THE UNITED
STATES./
CALGARY, AB, Aug. 18, 2021 /CNW/ - Tidewater Renewables
Ltd. ("Tidewater Renewables" or the "Company") (TSX:
LCFS), a multi-faceted, energy transition company, is pleased to
announce it has completed its initial public offering (the
"Offering") of 10,000,000 common shares ("Common
Shares") at a price of C$15.00
per Common Share, for total gross proceeds of C$150,000,000.
The Common Shares trade on the Toronto Stock Exchange under the
symbol "LCFS".
Project Updates
With the closing of the Offering, Tidewater Renewables is
pleased to announce a positive final investment decision
("FID") on the 3,000 bbl/d Renewable Diesel and Renewable
Hydrogen Complex (as defined and described in the Company's
supplemented PREP prospectus dated August
12, 2021 (the "Prospectus")), which is expected to
enter into service in Q1 2023. Management anticipates the Renewable
Diesel & Renewable Hydrogen Complex to generate approximately
C$90 - C$95
million of EBITDA in 2023 on a full year run-rate basis
based on certain operating assumptions fully described in the
Prospectus.
The Canola Co-Processing Project achieved successful
commissioning and start-up, slightly ahead of its planned schedule
and first production of renewable diesel has commenced. Over the
next 30 days, management expects renewable diesel production from
the Canola Co-Processing Project to ramp-up to its 300 bbl/d
nameplate capacity and generate approximately C$5 million of EBITDA in 2022 on a full year
run-rate basis based on certain operating assumptions fully
described in the Prospectus.
Offering
CIBC Capital Markets and National Bank Financial acted as
co-lead underwriters and joint bookrunners for the Offering with a
syndicate that included 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 Offering was completed pursuant to the Prospectus, filed
with the securities regulators in each of the provinces of
Canada, a copy of which is
available under the Company's profile on SEDAR at
www.sedar.com.
The Company has granted to the Underwriters an over-allotment
option (the "Over-Allotment Option") to purchase up to an
additional 1,500,000 Common Shares at a price of C$15.00 per Common Share for additional gross
proceeds of up to C$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.
Early Warning Reports
Immediately following closing of the Offering and the completion
of the transactions contemplated thereby, Tidewater Midstream and
Infrastructure Ltd. ("Tidewater Midstream"), the Company's
majority shareholder, acquired direct ownership of 23,900,000
Common Shares (representing approximately 70.50% of the Common
Shares).
Prior to closing of the Offering and the completion of the
transactions contemplated thereby, Tidewater Renewables was a
wholly-owned subsidiary of Tidewater Midstream. The address for
Tidewater Midstream and Tidewater Renewables is Suite 900, 222 -
3rd Avenue SW, Calgary, AB, T2P
0B4. Tidewater Midstream exchanged assets with a fair market value
of C$538,500,000 for such Common
Shares (C$15.00 per share), as
described in the Prospectus.
Tidewater Midstream intends to hold its Common Shares for
investment purposes. Tidewater Midstream may further purchase,
hold, vote, dispose or otherwise deal in the securities of the
Company, including through derivative or hedge transactions, in
such manner as it deems advisable from time to time, subject to the
terms of the lock up agreements, and the investor rights agreement,
each as described in the Prospectus.
For further information and to obtain a copy of the early
warning report to be filed under applicable Canadian securities
laws in connection with the foregoing matters, please see the
Company's profile on SEDAR at www.sedar.com.
Forward-Looking Information
This news release contains forward-looking statements and
forward-looking information (collectively, "forward-looking
statements") that relate to Tidewater Renewables' and Tidewater
Midstream's current expectations and views of future events. These
forward-looking statements relate to future events or the Tidewater
Renewables' future performance. Any statements that express, or
involve discussions as to, expectations, beliefs, plans,
objectives, assumptions or future events or performance (often, but
not always, through the use of words or phrases such as "will
likely result", "are expected to", "expects", "will continue", "is
anticipated", "anticipates", "believes", "estimated", "intends",
"plans", "forecast", "projection", "strategy", "objective" and
"outlook") are not historical facts and may be forward-looking
statements and may involve estimates, assumptions and uncertainties
which could cause actual results or outcomes to differ materially
from those expressed in such forward-looking statements. No
assurance can be given that these expectations will prove to be
correct and such forward-looking statements included in this news
release should not be unduly relied upon. These statements speak
only as of the date of this news release. In particular and without
limitation, this news release contains forward-looking statements
pertaining to Tidewater Renewables' business as described under the
heading "About Tidewater Renewables" below; anticipated in service
date of the Renewable Diesel and Renewable Hydrogen Complex and
expected EBITDA to be generated therefrom; and, projected
production from the Canola Co Processing Project and associated
timing. Forward-looking information is based on a number of
assumptions and is subject to a number of risks and uncertainties,
many of which are beyond the Company's control, which could cause
actual results and events to differ materially from those that are
disclosed in or implied by such forward-looking information. Such
risks and uncertainties include, but are not limited to, the
factors discussed under "Risk Factors" in the Prospectus filed on
SEDAR. Neither Tidewater Renewables nor Tidewater Midstream
undertake any obligation to update such forward-looking
information, whether as a result of new information, future events
or otherwise, except as expressly required by applicable laws.
Non-GAAP Measures
This news release refers to "EBITDA" which does not have any
standardized meaning prescribed by generally accepted accounting
principles in Canada
("GAAP"). EBITDA is calculated as income or loss before
interest, taxes, depreciation, share-based compensation, unrealized
gains/losses, non-cash items, transaction costs, items that are
considered non-recurring in nature and the Corporation's
proportionate share of EBITDA in their equity investments.
Tidewater Renewable's management believes that EBITDA provides
useful information to investors as it provides an indication of
results generated from the Company's operating activities prior to
financing, taxation and non-recurring/non-cash impairment charges
occurring outside the normal course of business. EBITDA is
used by management to set objectives, make operating and capital
investment decisions, monitor debt covenants and assess
performance. In addition to its use by management, the
Company also believes EBITDA is a measure widely used by security
analysts, investors and others to evaluate the financial
performance of the Company. Investors should be cautioned
that EBITDA should not be construed as alternatives to earnings,
cash flow from operating activities or other measures of financial
results determined in accordance with GAAP as an indicator of the
Company's performance and may not be comparable to companies with
similar calculations.
EBITDA on a run-rate basis in this news release means the
expected EBITDA to be generated by a specific acquired asset or
specific growth project corresponding to a full year of operations
at full capacity. EBITDA on a run-rate basis excludes
non-cash items including stock-based compensation. The
calculation of EBITDA on a run-rate basis is based on certain
estimates and assumptions and should not be regarded as a
representation by the Company or any other person that the Company
will achieve such operating results. Prospective investors
should not place undue reliance on the Company's EBITDA on a
run-rate basis and should make their own independent assessment of
the Company's future results or operations, cash flows and
financial condition.
For more information with respect to financial measures which
have not been defined by GAAP, including reconciliations to the
closest comparable GAAP measure, see the "Non-GAAP Measures"
section of Tidewater Midstream's most recent MD&A which is
available on SEDAR.
U.S. Securities Act
The securities under the Offering 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 and may not be offered, sold or delivered, directly
or indirectly, in the United
States (as such term is defined in Regulation S under the
U.S. Securities Act) or to, or for the account or benefit of, U.S.
Persons (as defined in the U.S. Securities Act), except pursuant to
an exemption from the registration requirements of the U.S.
Securities Act and applicable state securities laws. This news
release does not constitute an offer to sell or solicitation of an
offer to buy any of these securities in any jurisdiction in which
the offering or sale is not permitted.
About Tidewater Renewables
Tidewater Renewables is a multi-faceted, energy transition
company traded on the TSX under the symbol "LCFS". The Company is
focused on the production of low carbon fuels, including renewable
diesel, renewable hydrogen and renewable natural gas, as well as
carbon capture through future initiatives. The Company was created
in response to the growing demand for renewable fuels in
North America and to capitalize on
its potential to efficiently turn a wide variety of renewable
feedstocks (such as tallow, used cooking oil, distillers corn oil,
soybean oil, canola oil and other biomasses) into low carbon
fuels.
Additional information relating to Tidewater Renewables is
available on SEDAR at www.sedar.com.
SOURCE Tidewater Renewables Ltd.