MONTREAL, Nov. 22,
2022 /CNW Telbec/ - SNC-Lavalin Group Inc. (TSX:
SNC) a fully integrated professional services and project
management company with offices around the world, announced today
that it has priced an offering of $300
million aggregate principal amount of 7.0% Series 7
unsecured debentures due June 12,
2026. The Series 7 Debentures are being offered through a
syndicate of agents led by BMO Capital Markets, CIBC Capital
Markets, National Bank Financial Markets, and Scotia Capital Inc.
as joint bookrunners, and which also includes RBC Dominion
Securities Inc., TD Securities Inc., BNP Paribas (Canada) Securities Inc., HSBC Securities
(Canada) Inc., BofA Securities,
SMBC Nikko, Citigroup Global Markets Canada Inc., and Desjardins
Securities Inc. The Series 7 Debentures will be issued at par and
closing is expected to occur on or about December 12, 2022, subject to customary closing
conditions. SNC-Lavalin intends to use the net proceeds of the
offering to repay existing indebtedness and for general corporate
purposes.
The Series 7 Debentures will bear interest at a fixed annual
rate of 7.0%, payable in equal semi-annual instalments, in arrears,
on June 12 and December 12 of each year until maturity,
commencing on June 12, 2023.
The Series 7 Debentures will be direct unsecured obligations of
SNC-Lavalin, will rank pari passu with all other unsecured and
unsubordinated indebtedness of SNC-Lavalin (including all of its
other existing debentures as well as indebtedness under its
existing main credit agreement) and will be guaranteed by the same
subsidiaries that guarantee SNC-Lavalin's obligations under its
existing main credit agreement and its other outstanding
debentures.
The Series 7 Debentures have been assigned a provisional rating
of BB (high), with a stable trend by DBRS Limited (DBRS) and BB+ by
Standard & Poor's (S&P), and they are being offered in each
of the Provinces of Canada on a
private placement basis in reliance upon exemptions from the
prospectus requirements under applicable securities legislation.
The Series 7 Debentures will be subject to a restricted period of
four months and one day from the day of issuance in accordance with
applicable securities laws.
The Series 7 Debentures have not been and will not be qualified
for sale to the public under applicable securities laws in
Canada and, accordingly, any offer
and sale of the Series 7 Debentures in Canada will be made on a basis which is exempt
from the prospectus requirements of such securities laws. No
securities regulatory authority has either approved or disapproved
of the contents of this news release. The Series 7 Debentures have
not been and will not be registered under the United States
Securities Act of 1933, as amended (the U.S. Securities Act), or
the securities laws of any other jurisdiction, and may not be
offered or sold in the United
States absent registration under, or an applicable exemption
from the registration requirements of, the U.S. Securities Act.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any offer to
sell or a solicitation of an offer to buy the Series 7 Debentures
in any jurisdiction where it is unlawful to do so.
About SNC-Lavalin
Founded in 1911, SNC-Lavalin is a fully integrated
professional services and project management company with offices
around the world dedicated to engineering a better future for our
planet and its people. We create sustainable solutions that connect
people, technology and data to design, deliver and operate the most
complex projects. We deploy global capabilities locally to our
clients and deliver unique end-to-end services across the whole
life cycle of an asset including consulting, advisory &
environmental services, intelligent networks & cybersecurity,
design & engineering, procurement, project & construction
management, operations & maintenance, decommissioning and
capital – and delivered to clients in key strategic sectors such as
Engineering Services, Nuclear, Operations & Maintenance and
Capital. News and information are available at
snclavalin.com or follow us on LinkedIn
and Twitter.
Forward-looking
Statements
Reference in this press release, and hereafter, to the "Company"
or to "SNC-Lavalin" means, as the context may require, SNC-Lavalin
Group Inc. and all or some of its subsidiaries or joint
arrangements, or SNC-Lavalin Group Inc. or one or more of its
subsidiaries or joint arrangements. Statements made in this press
release that describe the Company's or management's budgets,
estimates, expectations, forecasts, objectives, predictions,
projections of the future or strategies may be "forward-looking
statements", which can be identified by the use of the conditional
or forward-looking terminology such as "aims", "anticipates",
"assumes", "believes", "cost savings", "estimates", "expects",
"goal", "intends", "may", "plans", "projects", "should",
"synergies", "target", "vision", "will", or the negative thereof or
other variations thereon. Forward-looking statements also include
any other statements that do not refer to historical facts.
Specific forward-looking statements in this news release, include,
but are not limited to, statements with respect to the offering of
Series 7 Debentures and the intended timing and use of proceeds
thereof, and with respect to the credit ratings assigned to the
Series 7 Debentures. All such forward-looking statements are made
pursuant to the "safe-harbour" provisions of applicable Canadian
securities laws. The Company cautions that, by their nature,
forward-looking statements involve risks and uncertainties, and
that its actual actions and/or results could differ materially from
those expressed or implied in such forward- looking statements, or
could affect the extent to which a particular projection
materializes. Forward-looking statements are presented for the
purpose of assisting investors and others in understanding certain
key elements of the Company's current objectives, strategic
priorities, expectations and plans, and in obtaining a better
understanding of the Company's business and anticipated operating
environment. Readers are cautioned that such information may not be
appropriate for other purposes. Forward-looking statements made in
this press release are based on a number of assumptions believed by
the Company to be reasonable as at the date hereof. The assumptions
are set out throughout the Company's 2021 Annual MD&A
(particularly in the sections entitled "Critical Accounting
Judgments and Key Sources of Estimation Uncertainty" and "How We
Analyze and Report our Results") and as updated in the first,
second and third quarter 2022 MD&A each filed with the
securities regulatory authorities in Canada, available on SEDAR at and on the
Company's website at under the "Investors" section. If these
assumptions are inaccurate, the Company's actual results could
differ materially from those expressed or implied in such forward
looking statements. In addition, important risk factors could cause
the Company's assumptions and estimates to be inaccurate and actual
results or events to differ materially from those expressed in or
implied by these forward-looking statements. Those risks are
identified in the Company's 2021 Annual MD&A (particularly in
the sections entitled "Risk and Un certainties") and as updated in
the first, second and third quarter 2022 MD&A and are not
exhaustive. The forward-looking statements contained in this news
release are expressly qualified in their entirety by the foregoing
cautionary statements. The forward-looking statements herein
reflect the Company's expectations as at the date of this press
release and are subject to change after this date. The Company does
not undertake to update publicly or to revise any such
forward-looking statements whether as a result of new information,
future events or otherwise, unless required by applicable
legislation or regulation.
SOURCE SNC-Lavalin