Construction/Building — November 30, 2012Superior Plus Announces Updated Investor Presentation and Redemption of $50.0 Million 5.85% Convertible Debentures Due October 31, 2015
CALGARY, ALBERTA--(Marketwire - Nov. 30, 2012) - Superior Plus Corp. (TSX:SPB) ("Superior") is pleased to provide a reminder that its Annual Investor Day will be held today at the King Edward Hotel in Toronto. The formal presentation will commence at 9:00 a.m. EST, a light breakfast and lunch will be served. Members of the professional investment community are invited to attend. Details of the event, including access to the live webcast, can also be found on Superior's website at www.superiorplus.com.
A copy of the presentation to be used by Superior in conjunction with Investor Day will be posted on Superior's website at 8:00 a.m. EST. The presentation will include an update and details on Superior's business operations, business improvement initiatives, strategy and future growth prospects post 2013. As detailed in the presentation, Superior anticipates the business improvement initiatives in conjunction with Superior's overall strategy and business plan will provide the opportunity to achieve a growth rate in adjusted operating cash flow per share for 2013, 2014 and 2015 of 7% to 10% per year.
Superior is also pleased to announce that it will redeem $50.0 million principal amount of its 5.85% convertible unsecured subordinated debentures (the "Debentures") due October 31, 2015 in accordance with the indenture governing the Debentures. The $50.0 million of Debentures will be redeemed on January 3, 2013 (the "Redemption Date") at the redemption price (the "Redemption Price") which is equal to the outstanding principal amount of the Debentures to be redeemed, together with all accrued and unpaid interest thereon up to the Redemption Date, being $1,010.2575 per $1,000 principal amount of the Debentures. The Debentures that are redeemed will cease to bear interest from and after the Redemption Date.
The record date for the redemption is December 31, 2012. As a result, Debentures purchased after December 31, 2012 will not participate in the partial redemption. The Debentures to be redeemed shall be selected by the debenture trustee on a pro rata basis to the nearest multiple of $1,000. As a result, no Debenture shall be redeemed in part unless the principal amount redeemed is $1,000 or a multiple of $1,000.
The aggregate amount of 2012 Debentures outstanding as of the date hereof is $75.0 million. Upon completion of this redemption, the outstanding balance of the Debentures is expected to be $25.0 million.
Pursuant to the terms of the Indenture governing the Debentures, holders of the Debentures that are to be redeemed have the right until the last business day prior to the Redemption Date to convert their Debentures into common shares of Superior ("Common Shares") at a conversion price of $31.25, being a rate of 32.0000 Common Shares per $1,000 principal amount of Debentures.
Superior expects to use funds from its credit facility to fund the redemption of the Debentures.
Wayne Bingham, Executive Vice-President and Chief Financial Officer stated "The redemption of $50 million of Debentures is consistent with Superior's on going debt reduction plan and is possible due to the success of our deleveraging plans and the confidence we have in our business plan for 2013 and beyond. Superior's debt reduction initiatives have been successful throughout 2012, reducing our Total Debt to EBITDA to 4.1X's as at September 30, 2012. By redeeming the Debentures in January 2013, Superior is not only actively managing its balance sheet maturities but will also benefit from a lower average interest rate as a result of the refinancing."
Webcast of Investor Day Presentation
A webcast for investors, analysts, brokers and media representatives to listen to the Investor Day presentation is scheduled for 9:00 a.m. EST on Friday, November 30, 2012. To listen to the webcast live, or as an archived recording which will be available until November 29, 2013, listeners should go to Superior's website at www.superiorplus.com under the webcasts section.
About the Corporation
Superior consists of three primary operating businesses: Energy Services includes the distribution of propane and distillates, providing fixed-price energy services, and supply portfolio management; Specialty Chemicals includes the manufacture and sale of specialty chemicals; and Construction Products Distribution includes the distribution of specialty construction products.
For further information about Superior, please visit our website at: www.superiorplus.com.
Forward Looking Information
Certain information included herein is forward-looking, within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "believe", "could", "estimate", "expect", "plan", "intend", "forecast", "future", "guidance", "may", "predict", "project", "should", "strategy", "target", "will" or similar words suggesting future outcomes or language suggesting an outlook. Forward-looking information in this press release includes anticipated adjusted operating cash flow growth rates in 2013, 2014 and 2015, the partial redemption of Debentures and anticipated use of Superior's credit facility to fund such redemption. Superior believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.
Forward-looking information is based on various assumptions. Those assumptions are based on information currently available to Superior, including information obtained from third party industry analysts and other third party sources and the historic performance of Superior's businesses. Some of the more significant assumptions supporting the forward looking information in this press release are the outcomes and anticipated benefits of Superior's business initiatives and continuous improvement projects, costs and benefits associated with intellectual technology implementations, anticipated pulp capacity growth, costs, timing and anticipated benefits of major capital projects, anticipated U.S. and Canadian housing starts, the availability and amount of Superior's tax basis, economic growth rates, future average temperatures and future exchange and interest rates. Further details relating to these assumptions are contained in the Investor Day presentation and Superior's 2012 Third Quarter Management's Discussion and Analysis ("Q3 MD&A"). Additional assumptions are set forth under the "Outlook" sections contained in Superior's Q3 MD&A. Readers are cautioned that the preceding list of assumptions is not exhaustive.
Forward-looking information is not a guarantee of future performance. By its very nature, forward-looking information involves inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information will not be achieved. Such risks and uncertainties may cause Superior's or Superior Plus LP's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking information. We caution readers not to place undue reliance on this information as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking information. Some of the more significant risks include the execution of Superior's business initiatives, volume variability, weather conditions, general economic conditions, product demand, availability and sources of funding, risks relating to the availability of Superior tax basis resulting from the conversion transaction, competition and changes in interest rates. These risks, as well as additional risks and uncertainties are described under the section entitled "Risk Factors to Superior", in Superior's Q3 MD&A and in Superior's 2011 Annual Information Form under the heading "Risk Factors", each of which are available at www.sedar.com and from Superior's website at www.superiorplus.com.
Readers are cautioned that the foregoing list of factors that may affect future results is not exhaustive. Forward-looking information contained in this press release is provided for the purpose of providing information about management's goals, plans and range of expectations for the future and may not be appropriate for other purposes. When relying on our forward-looking information to make decisions with respect to Superior, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Any forward-looking information is made as of the date hereof and, except as required by law, Superior does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.
Non-IFRS Financial Measure - Adjusted Operating Cash Flow
Adjusted operating cash flow is equal to cash flow from operating activities as defined by IFRS, adjusted for changes in non-cash working capital, other expenses, non-cash interest expense, current income taxes and finance costs. Superior may deduct or include additional items to its calculation of adjusted operating cash flow; these items would generally, but not necessarily, be items of a non-recurring nature. Adjusted operating cash flow is the main performance measure used by management and investors to evaluate the performance of Superior. Readers are cautioned that adjusted operating cash flow is not a defined performance measure under IFRS and that adjusted operating cash flow cannot be assured. Superior's calculation of adjusted operating cash flow may differ from similar calculations used by comparable entities. Adjusted operating cash flow represents cash flow generated by Superior that is available for, but not necessarily limited to, changes in working capital requirements, investing activities and financing activities of Superior.
The seasonality of Superior's individual quarterly results must be assessed in the context of annualized adjusted operating cash flow. Adjustments recorded by Superior as part of its calculation of adjusted operating cash flow include, but are not limited to, the impact of the seasonality of Superior's businesses, principally the Energy Services segment, by adjusting for non-cash working capital items, thereby eliminating the impact of the timing between the recognition and collection/payment of Superior's revenues and expense, which can differ significantly from quarter to quarter. Adjustments are also made to reclassify the cash flows related to natural gas and electricity customer contract related costs in a manner consistent with the income statement recognition of these costs.
Superior Plus Corp.
Executive Vice-President and Chief Financial Officer
(403) 218-2973 (FAX)
Superior Plus Corp.
Vice-President, Investor Relations and Treasurer
(403) 218-2973 (FAX)
Toll Free: 1-866-490-PLUS (7587)
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