TORONTO, ONTARIO–(Marketwire – Nov. 16, 2009) – The Consumers' Waterheater Income Fund ("Fund") (TSX:CWI.UN) and its wholly-owned subsidiary, The Consumers' Waterheater Operating Trust ("Trust"), today announced that the Trust has entered into a commitment letter with The Toronto-Dominion Bank ("TD Bank") regarding a $275 million senior credit facility ("Credit Fa cility"), comprising a $240 million non-revolving bridge facility ("Bridge") and a $35 million revolving facility ("New Revolver"). TD Bank will provide half of the Credit Facility and has received commitments from a syndicate of banks for the balance.
"This Credit Facility is a key achievement in our refinancing plans," said Steve Bower, CFO. "We plan to use the Credit Facility to repay the $225 million Series 2003-1 A-2 Secured Notes ("Series 2 Notes") and $50 million revolving line of credit ("Current Revolver") on or before their maturity date of January 28, 2010. This new Credit Facility will enable us to refinance our debt on the most optimal terms available to the Fund and the Trust."
Bridge Loan Facility
The Bridge is available to be drawn on or before January 28, 2010. If drawn, the proceeds will be used by the Trust to refinance the $225 million Series 2 Notes which are due to be repaid on January 28, 2008 and to repay a portion of the drawings under the Trust's $50 million Current Revolver.
The Bridge maturity date is January 28, 2011. Voluntary prepayments are permitted at any time without premium or penalty. The Bridge will rank equally and rateably with the Trust's outstanding senior notes.
The Bridge will bear interest at a rate of bankers' acceptances ("BAs") plus 275 basis points, based on a debt rating of "A", and subject to an increase of 37.5 basis points if funds drawn under the Bridge are still outstanding 180 days after the closing, and a further 37.5 basis points if funds drawn under the Bridge are still outstanding 270 days after the closing. Based on the underlying BA rate on November 13, 2009, the interest rate on the Bridge would be approximately 3.1%.
New Revolver Loan Facility
The New Revolver is for working capital and general trust/corporate purposes, and is available to be drawn in the period until maturity on January 28, 2013. The Revolver will rank equally and rateably with the Trust's outstanding senior notes.
The Revolver will bear interest at a rate of BAs plus 275 basis points, based on a debt rating of "A", and the standby fee for undrawn amounts is 30% of the applicable margin.
Conditions to Closing and Covenants
Conditions to closing are those customary for transactions of this type, and include syndication, satisfactory loan documentation, confirmation of "A -/A (low)" or better credit ratings, no event of default, no material adverse change and arrangements to repay the Series 2 Notes and Current Revolver.
Covenants are typical to transactions of this type, and include limitations on payments by the Trust to the Fund, limitations on acquisitions by the Trust and prior approval by the lenders of any corporate reorganization. There are also a number of financial covenants that must be met.
About The Consumers' Waterheater Income Fund
The Fund owns a portfolio of approximately 1.3 million installed water heaters and other assets, rented primarily to residential customers in Ontario. The Fund also owns Stratacon Inc., a leading "smart" sub-metering company, with metering contracts for condominium and apartment suites in Ontario, Alberta and elsewhere in Canada.
Additional information regarding the Fund and the Trust, including the current Annual Information Forms, is available on SEDAR at www.sedar.com. Additional information on our Sub-metering business is available at www.stratacon.ca.
Certain statements in this news release are forward-looking statements, which reflect management's expectation regarding the Fund's and Trust's growth, results of operations, performance, business prospec ts 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. Although the forward-looking information is based on what management believes to be reasonable assumptions, neither the Fund nor the Trust can assure investors that actual results will be consistent with this forward-looking information. Except as required by applicable securities laws, neither the Fund nor the Trust intend or assume any obligation to update or revise the forward-looking information, whether as a result of new information, future events or otherwise. These forward-looking statements are made as of the date of this press release.
For further information: The Consumers’ Waterheater Income Fund and
The Consumers’ Waterheater Operating Trust
R. Stephen Bower, FCA
+1 905.943.6292 or +1 877.877.0142