Canadian steelmaker Stelco Inc (TSX: STLC) said a syndicate of underwriters has agreed to buy $217.5 million of the company’s common shares from U.S. private equity firm Bedrock Industries Group. The amount bought may increase with the exercise of the secondary bought deal offering’s 15 percent greenshoe option. Bedrock, which closed a restructuring deal with Stelco last June, currently holds an interest of about 84.9 percent. With the offering’s close next month, this interest will be reduced to about 73.7 percent or lower. Hamilton, Ontario-based Stelco went public in 2017, raising $230 million.
Stelco Holdings Inc. and Bedrock Industries B.V. Announce Secondary Bought Deal Equity Offering
HAMILTON, Ontario, March 28, 2018 (GLOBE NEWSWIRE) — Stelco Holdings Inc. (“Stelco” or the “Company”), (TSX:STLC) and Bedrock Industries B.V. (the “Selling Shareholder”) have announced today that a syndicate of underwriters (the “Underwriters”), led by BMO Capital Markets and Goldman Sachs Canada Inc., have agreed to buy from the Selling Shareholder on a bought deal basis 10,000,000 common shares of the Company (the “Common Shares”), at a price of $21.75 per Common Share less the underwriting commission for aggregate proceeds of C$217,500,000 million to the Selling Shareholder (the “Offering”). The Selling Shareholder has granted the Underwriters an option, exercisable at the same price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any and for consequent market stabilization purposes. The offering is expected to close on or about April 4, 2018 and is subject to certain conditions, including all necessary regulatory approvals.
Bedrock Industries B.V. currently holds, 75,426,988 Common Shares of the Company representing approximately 84.9% of the issued and outstanding Shares. Following the closing of the Offering (assuming no exercise of the over-allotment option), Bedrock Industries B.V. will hold, 65,426,988 Common Shares, representing approximately 73.7% of the issued and outstanding Shares.
The net proceeds of the Offering will be paid directly to Bedrock Industries B.V. The Company will not receive any proceeds from the Offering.
The Common Shares will be offered in each of the provinces and territories of Canada pursuant to the Company’s base shelf prospectus dated February 8, 2018 and may also be offered by way of private placement in the United States. The terms of the Offering will be described in a prospectus supplement to be filed with Canadian securities regulators. The lead Underwriters are waiving a lock-up restriction with respect to the Common Shares held by the Selling Shareholder to be sold in the Offering.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Stelco is a low cost, integrated and independent steelmaker with one of the newest and most technologically advanced integrated steelmaking facilities in North America. Stelco produces flat-rolled value-added steels, including premium-quality coated, cold-rolled and hot-rolled steel products. With first-rate gauge, crown, and shape control, as well as reliable uniformity of mechanical properties, our steel products are supplied to customers in the construction, automotive and energy industries across Canada and the United States as well as to a variety of steel services centres, which are regional distributers of steel products.
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Photo courtesy of Stelco Inc