Also Confirms Intention to Draw on Term Credit Facility and Issue Notice to Redeem Series 2009-2 Senior Unsecured Notes
TORONTO, ONTARIO–(Marketwire – Feb. 1, 2013) – EnerCare Inc. (TSX:ECI) and EnerCare Solutions Inc. ("EnerCare Solutions") today announced that EnerCare Solutions has completed its previously announced offering of $225 million aggregate principal amount of 4.60% Series 2013-1 Senior Unsecured Notes due February 3, 2020 (the "Notes"). The notes were sold at a price of $99.94 per $100.00 principal amount, with an effective yield of 4.61% per annum if held to maturity. The Notes received ratings of "BBB(high)", with a "stable" trend from DBRS Limited and "A-", with a "stable" outlook from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. The Notes were offered under a prospectus supplement dated January 28, 2013 to EnerCare Solutions' short form base shelf prospectus dated July 20, 2012 filed with the securities regulatory authorities in each of the provin ces and territories of Canada. The Notes were sold in each of the provinces of Canada by a syndicate of agents led by TD Securities Inc. and National Bank Financial Inc., and including RBC Dominion Securities Inc. and CIBC World Markets Inc.
EnerCare Solutions also today announced that it will draw, on February 4, 2013, the full amount available under its $60,000,000 term credit facility with the Canadian chartered bank affiliate of National Bank Financial Inc.
The proceeds of the offering and the drawdown of the term credit facility will be used by EnerCare Solutions to fund the redemption of its outstanding 6.75% Series 2009-2 Senior Unsecured Notes due April 30, 2014 (the "Series 2009-2 Notes"), including accrued interest and the applicable make-whole premium. The principal amount of Series 2009-2 Notes outstanding as of the date hereof is $270 million. Holders of the Series 2009-2 Notes will receive a total redemption price of approximately $1,074 per $1,000 principal amount of Series 2009-2 Notes, which includes approximately $23.49 in accrued and unpaid interest (up to but excluding the redemption date), for an aggregate redemption price of approximately $290.1 million. The exact amount of the redemption price will be set out in EnerCare Solutions' formal notice of redemption.
EnerCare Solutions will, on February 4, 2013, deliver a notice of redemption to Computershare Trust Company of Canada, as trustee for the Series 2009-2 Notes and the registered holder of such Series 2009-2 Notes (CDS Clearing and Depository Services Inc.), with respect to the redemption of all of the issued and outstanding Series 2009-2 Notes in accordance with the terms of the trust indenture governing the terms of the Series 2009-2 Notes. EnerCare Solutions will redeem the Series 2009-2 Notes on March 6, 2013.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. T he securities being offered have not been approved or disapproved by any regulatory authority nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement or the short form base shelf prospectus.
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered, sold or delivered, directly or indirectly, in the United States of America or to or for the account of U.S. persons.
About EnerCare Inc. and EnerCare Solutions Inc.
EnerCare and EnerCare Solutions own a portfolio of approximately 1.2 million installed water heaters and other assets, rented primarily to residential customers in Ontario. EnerCare also owns EnerCare Connections Inc., a leading sub-metering company, with metering contracts for condominium and apartment suites in Ontario, Alberta and elsewhere in Canada.
Additional information regarding EnerCare and EnerCare Solutions is available on SEDAR at www.sedar.com or through EnerCare's website at http://investors.enercare.ca. Information on the sub-metering business is also available at www.enercareconnections.com.
Certain statements in this news release are forward-looking statements, which reflect management's expectation regarding EnerCare's and EnerCare Solutions' (collectively, "EnerCare") results of operations, performance, business prospects and opportunities. Such forward-looking information reflects management's current beliefs and is based on information available to them and/or assumptions management believes are reasonable. Many factors could cause results to differ materially from the results discussed in the forward-looking information. Alth ough the forward-looking information is based on what management believes to be reasonable assumptions, EnerCare cannot assure investors that actual results will be consistent with this forward-looking information. Except as required by applicable securities laws, EnerCare does not intend and does not assume any obligation to update or revise the forward-looking information, whether as a result of new information, future events or otherwise.
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