08:59 AM EDT, 06/04/2024 (MT Newswires) -- Tidewater Midstream and Infrastructure Ltd. ( TWMIF ) announced Tuesday that it has completed its previously-announced public offering of $100 million principal amount of convertible unsecured subordinated debentures (including $13 million principal amount of additional debentures issued pursuant to the exercise in full of the over-allotment option) at a price of $1,000 per debenture, with an interest rate of 8.00% per annum, payable semi-annually on the last day of June and December, commencing on December 31, 2024. The debentures will mature on June 30, 2029.
Tuesday's statement noted the debentures are convertible at the holder's option into common shares in the capital of the company at a conversion price of $0.78. The debentures are not redeemable before June 30, 2027. On or after June 30, 2027, the debentures may be redeemed in whole or in part from time to time at the option of the company at par plus accrued and unpaid interest, if any, to but excluding the date of redemption, provided that the volume weighted average trading price of the shares on the Toronto Stock Exchange for the 20 consecutive trading days ending five trading days preceding the date on which notice of redemption is given is not less than 125% of the conversion price. The company shall provide not more than 60, nor less than 30 days' prior notice of redemption.
The debentures, the statement said, were sold to a syndicate of underwriters on a "bought deal" basis. Tidewater granted the Underwriters the option to purchase up to $13 million principal amount of additional debentures, at a price of $1,000 each, to cover over-allotments, if any, and for market stabilization purposes. The over-allotment option was exercised in full.
Tidewater also announced that it will redeem $75 million principal amount of its 5.50% convertible unsecured subordinated debentures due September 30, 2024. The redemption is expected to occur on July 9, 2024. The 2019 debentures are redeemable prior to the maturity date at par plus accrued and unpaid interest up to but excluding the redemption date. The remaining net proceeds from the offer will be used for general corporate purposes. Pending any such use, the net proceeds of the offer may temporarily be used to reduce indebtedness under TWM's credit agreement or held in short term investments.