Also Confirms Intention to Issue Notice to Redeem Series 2012-1 Senior Unsecured Notes
TORONTO, ON–(Marketwired – February 21, 2017) –
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES
Enercare Inc. (TSX: ECI) ("Enercare") and Enercare Solutions Inc. ("Enercare Solutions" and, together with Enercare, the "Company") today announced that Enercare Solutions has completed its previously announced offering of $500 million aggregate principal amount of Senior Unsecured Notes consisting of $275 million of 3.38% Series 2017-1 Senior Unsecured Notes due February 21, 2022 (the "Series 2017-1 Notes") and $225 million of 3.99% Series 2017-2 Senior Unsecured Notes due February 21, 2024 (the "Series 2017-2 Notes" and, together with the Series 2017-1 Notes, the "Notes"). The Series 2017-1 Notes were sold at a price of $99.982 per $100.00 principal amount, with an effective yield of 3.384% per annum if held to maturity and the Series 2017-2 Notes were sold at a price of $99.982 per $100.00 principal amount, with an effective yield of 3.993% per annum if held to maturity.
The Notes were offered under a prospectus supplement dated February 15, 2017 to Enercare Solutions' short form base shelf prospectus dated January 30, 2017 filed with the securities regulatory authorities in each of the provinces of Canada. The Notes were sold in each of the provinces of Canada by a syndicate of agents co-led by TD Securities Inc. and National Bank Financial Inc., and included BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Desjardins Securities Inc. and Laurentian Bank Securities Inc.
The Notes received ratings of "BBB", with a "stable" trend from DBRS Limited and "BBB", with a "stable" outlook from S&P Global Ratings, acting through Standard & Poor's Ratings Services (Canada), a business unit of S&P Global Canada Corp.
The proceeds of the offering will be used by Enercare Solutions (i) to redeem all of its outstanding 4.30% Series 2012-1 Senior Unsecured Notes due November 30, 2017 (the "Series 2012-1 Notes") (including accrued and unpaid interest and the applicable make-whole premium), (ii) to repay existing credit facilities and (iii) for general corporate purposes. The principal amount of Series 2012-1 Notes outstanding as of the date hereof is $250 million. Holders of the Series 2012-1 Notes will receive a total redemption price of approximately $1,033.51 per $1,000.00 principal amount of Series 2012-1 Notes, which includes approximately $13.31 in accrued and unpaid interest (up to but excluding the redemption date), for an aggregate redemption price of approximately $258,377,197.19. The exact amount of the redemption price will be set out in Enercare Solutions' formal notice of redemption.
Enercare Solutions will today deliver a notice of redemption to Computershare Trust Company of Canada, as trustee for the Series 2012-1 Notes, and CDS Clearing and Depository Services Inc., the registered holder of the Series 2012-1 Notes, with respect to the redemption of all of the issued and outstanding Series 2012-1 Notes in accordance with the terms of the trust indenture governing the terms of the Series 2012-1 Notes. Enercare Solutions will redeem the Series 2012-1 Notes on March 23, 2017.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The 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
The Company is headquartered in Toronto, Ontario, Canada and Enercare is publicly traded on the Toronto Stock Exchange (TSX: ECI). As one of North America's largest home and commercial services and energy solutions companies with approximately 3,800 employees under its Enercare and Service Experts brands, the Company is a leading provider of water heaters, water treatment, furnaces, air conditioners and other HVAC rental products, plumbing services, protection plans and related services. With operations in Canada and the United States, the Company serves approximately 1.6 million customers annually. Enercare is also the largest non-utility sub-meter provider, with electricity, water, thermal and gas metering contracts for condominium and apartment suites in Canada and through its Triacta brand, a premier designer and manufacturer of advanced sub-meters and sub-metering solutions.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain forward-looking statements within the meaning of applicable Canadian securities laws ("forward-looking statements" or "forward-looking information"). Statements other than statements of historical fact contained in this news release may be forward-looking statements. When used herein, the words "expects", "will", "intends" and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. These forward-looking statements are based on information currently available to the Company and/or assumptions that the Company believes are reasonable. Many factors could cause actual results to differ materially from the results and developments discussed in the forward-looking information. These forward-looking statements are subject to certain risks. These risks include, but are not limited to, the risks and uncertainties described under "Risk Factors" in Enercare's and Enercare Solutions' current annual information forms.
Although forward-looking statements contained in this news release are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Accordingly, readers should not place undue reliance on such forward-looking statements and assumptions as management cannot provide assurance that actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. All forward-looking information in this news release is made as of the date of this news release. These forward-looking statements are subject to change as a result of new information, future events or other circumstances, in which case they will only be updated by the Company where required by law.
Source: Enercare Inc.
For further information: Evelyn Sutherland, CFO, 416.649.1860, [email protected]