WSP Global Inc (TSX: WSP) has completed its previously announced $400 million private placement financing involving Canada Pension Plan Investment Board (CPPIB) and the Caisse de dépôt et placement du Québec. Proceeds of the transaction will be used by the company to help fund its acquisition of Parsons Brinckerhoff, the U.S. professional services division of Balfour Beatty Plc. As reported by Reuters last month, the US$1.24 billion deal is intended to increase the Montréal-based WSP’s footprint in the U.S. transportation segment.
WSP Closes $400 Million Private Placement of Subscription Receipts
MONTREAL, QUEBEC–(Marketwired – Oct. 1, 2014) –
WSP Global Inc. (TSX:WSP) (“WSP” or the “Corporation”) is pleased to announce that it has completed today its previously announced private placement subscription receipt financing for aggregate gross proceeds of approximately $400 million.
The Corporation issued an aggregate of 11,160,000 subscription receipts (the “Subscription Receipts”) from treasury at a price of $35.85 per Subscription Receipt by way of a private placement to an affiliate of Canada Pension Plan Investment Board (“CPPIB”) and to La Caisse de dépôt et placement du Québec (“La Caisse”), for aggregate gross proceeds of approximately $400 million (the “Private Placement”).
WSP will use the proceeds of the Private Placement, together with funds obtained from the public offering which was completed on September 22, 2014 and funds to be obtained from previously announced new credit facilities (the “New Credit Facilities”), to fund a portion of the purchase price and related transaction costs payable in connection with the previously announced acquisition of all of the issued and outstanding capital stock of the entities comprising the business of Parsons Brinckerhoff Group Inc., the professional services division of Balfour Beatty plc (the “Acquisition”).
The gross proceeds from the Private Placement less the amount of the Capital Commitment Payment (as defined below) will be held in escrow pending the completion of the Acquisition. If the Acquisition is completed on or prior to 5:00 p.m. (Montreal Time) on March 10, 2015, the escrowed funds and the interest earned thereon will be released to WSP and each of CPPIB and La Caisse will receive, from or on behalf of WSP on the closing of the Acquisition, without payment of additional consideration or further action, one common share of WSP (a “Common Share”) for each Subscription Receipt held upon closing of the Acquisition, plus an amount per Common Share equal to the dividends payable by WSP on the Common Shares relating to the September 30, 2014 record date and any other subsequent record date occurring prior to the closing of the Acquisition. If the closing of the Acquisition does not occur on or prior to 5:00 p.m. (Montreal Time) on March 10, 2015, the stock purchase agreement is terminated in accordance with its terms prior to such time for any reason, WSP announces to the public that it does not intend to proceed with the Acquisition, the shareholders of Balfour Beatty plc do not approve the Acquisition or the New Credit Facilities are not put into place, the holders of Subscription Receipts will receive a cash payment equal to the purchase price of the Subscription Receipts (less the amount of the Capital Commitment Payment) plus their pro rata share of the interest earned on the escrowed funds during the term of the escrow, less applicable withholding taxes.
In connection with the closing of the Acquisition, each of CPPIB and La Caisse will receive a non-refundable capital commitment payment equal to $4,438,800 (the “Capital Commitment Payment”).
Legal advice is being provided to WSP by Stikeman Elliott LLP and, with respect to US law, by Hogan Lovells LLP. Legal advice is being provided to CPPIB by Blake, Cassels & Graydon LLP and to La Caisse by Lavery, de Billy L.L.P.
AVAILABILITY OF DOCUMENTS
Copies of related documents, such as the final prospectus, the subscription agreements and the stock purchase agreement regarding the Acquisition are available on SEDAR’s website at www.sedar.com, as part of the public filings of WSP and on WSP’s website at www.wspgroup.com.
Certain information regarding WSP contained herein may constitute forward-looking statements. Forward-looking statements may include statements with respect to, among other things, the use of proceeds from the Private Placement, the offering and the New Credit Facilities, the closing of the New Credit Facilities, the consummation of the Acquisition and the timing thereof, estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although WSP believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. WSP’s forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release are made as of the date hereof and WSP does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless expressly required by applicable securities laws.
THIS NEWS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES AND IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF WSP, NOR SHALL IT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR PURCHASE OR SUBSCRIPTION. THE SUBSCRIPTION RECEIPTS OF WSP WILL ONLY BE OFFERED IN THE PROVINCES AND TERRITORIES OF CANADA BY MEANS OF THE PROSPECTUS REFERRED TO ABOVE. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM.
WSP is one of the world’s leading professional services firms in its industry, working with governments, businesses, architects and planners and providing integrated solutions across many disciplines. The firm provides services to transform the built environment and restore the natural environment, and its expertise ranges from environmental remediation to urban planning, from engineering iconic buildings to designing sustainable transport networks, and from developing the energy sources of the future to enabling new ways of extracting essential resources. It has approximately 17,500 employees, mainly engineers, technicians, scientists, architects, planners, surveyors, other design professionals, as well as various environmental experts, based in more than 300 offices, across 30 countries, on 5 continents. www.wspgroup.com.
WSP Global Inc.
Chief Financial Officer
(514) 343-0046 ext. 5310
WSP Global Inc.
Director, Communications and Investor Relations
(514) 343-0046 ext. 5648
Photo courtesy of Parsons Brinckerhoff