Original News Release
Chemtrade reminds of purchase offers for debentures
Mr. Endri Leno reports
CHEMTRADE LOGISTICS INCOME FUND PROVIDES REMINDER OF UPCOMING EXPIRATION TIME OF ITS SUBSTANTIAL ISSUER BIDS FOR ITS 6.25% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE AUGUST 31, 2027 AND 7.00% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE JUNE 30, 2028
Chemtrade Logistics Income Fund has provided a reminder of its previously announced offers to purchase for cancellation: (i) up to all of its issued and outstanding 6.25 per cent convertible unsecured subordinated debentures due Aug. 31, 2027 (Cusip No. 16387PAL7); and (ii) up to all of its issued and outstanding 7.00 per cent convertible unsecured subordinated debentures due June 30, 2028 (Cusip No. 16387PAM5).
The 2027 offer and 2028 offer will each expire at 5 p.m. Eastern Time on Nov. 3, 2025.
Summary of the 2027 offer and redemption of 2027 debentures
Under the 2027 offer, the fund is offering to purchase for cancellation all of the 2027 debentures at a purchase price of $1,340 in cash per $1,000 principal amount of 2027 debentures. Holders of 2027 debentures who validly tender and do not withdraw their 2027 debentures under the 2027 offer will receive the 2027 offer price, plus a cash payment in respect of all accrued and unpaid interest on such 2027 debentures up to, but excluding, the date they are taken up by the fund pursuant to the 2027 offer. The 2027 offer is not conditional upon a minimum number of 2027 debentures tendered.
The fund also previously announced that it will redeem on Nov. 4, 2025 (the mandatory redemption date), all of its issued and outstanding 2027 debentures in accordance with the terms of the trust indenture, as amended and supplemented by supplemental indentures thereto, pursuant to which they were issued. Any outstanding 2027 debentures not tendered or purchased by the fund pursuant to the 2027 offer will be redeemed in accordance with the terms of the indenture on the mandatory redemption date. On the mandatory redemption date, holders of the 2027 debentures will receive approximately $1,011.1301370 for each $1,000 principal amount of 2027 debentures, representing their par value, plus all accrued and unpaid interest thereon to but excluding the mandatory redemption date.
Summary of the 2028 offer
Under the 2028 offer, the fund is offering to purchase, at the election of the holders of 2028 debentures, for each $1,000 principal amount of 2028 debentures validly tendered and not withdrawn:
Pursuant to a cash election: (i) $1,200 in cash; plus (ii) a cash payment in respect of all accrued and unpaid interest on such 2028 debentures up to, but excluding, the date they are taken up and paid for by the fund pursuant to the 2028 offer;
Pursuant to a debenture election, subject to a minimum debenture tender condition (as defined below) having been met: (i) $1,000 principal amount of 7.00 per cent unsecured subordinated debentures due June 30, 2028, of Chemtrade; plus (ii) $200 in cash; plus (iii) a cash payment in respect of all accrued and unpaid interest on such 2028 debentures up to, but excluding, the date they are taken up and paid for by the fund pursuant to the 2028 offer.
The new debentures contemplated under the 2028 debenture election will have terms substantially similar to the 2028 debentures, except: (i) for their date of issue; (ii) that the new debentures will not be convertible into trust units of Chemtrade at the option of the holder; and (iii) the new debentures will not be redeemable by the fund prior to their maturity except in the event of the satisfaction of certain conditions after a change of control has occurred.
The conditions for acceptance by the fund of 2028 debentures tendered under the 2028 debenture election will include that: (i) at least $30-million of the principal amount of the 2028 debentures shall have been validly tendered to the 2028 offer under the 2028 debenture election and not withdrawn; and (ii) the Toronto Stock Exchange shall not have withdrawn its conditional approval for the listing of the new debentures on the TSX (together, the minimum debenture tender condition). Debentureholders who tender to the 2028 offer and elect the 2028 debenture election will also be provided a subelection option to: (i) elect the 2028 cash election; or (ii) elect to have their tendered 2028 debentures returned, in each case, if the minimum debenture tender condition is not met.
Important information
The full terms and conditions and other details regarding the 2027 offer, including instructions for tendering 2027 debentures to the 2027 offer and the factors considered by the board of trustees in making its decision to approve the 2027 offer, are described in the fund's press release dated Sept. 22, 2025, and included in the formal offer to purchase and issuer bid circular and other related documents relating to the 2027 offer. The full terms and conditions and other details regarding the 2028 offer, including instructions for tendering 2028 debentures to the 2028 offer and the factors considered by the board of trustees in making its decision to approve the 2028 offer, are described in the fund's press release dated Sept. 22, 2025, and included in the formal offer to purchase and issuer bid circular and other related documents relating to the 2028 offer. The offer documents have been filed with applicable Canadian securities administrators under Chemtrade's profile on SEDAR+ and on Chemtrade's website. Debentureholders should carefully read the offer documents relating to the respective offer prior to making a decision with respect to any offer.
Debentureholders who hold 2027 debentures and 2028 debentures through an intermediary (including a broker, dealer, commercial bank, trust company or other nominee) and wish to tender to the offers should contact their intermediaries as soon as possible to ensure that their 2027 debentures and 2028 debentures are tendered with enough advance notice to meet the expiration time.
If you have any questions or require assistance with tendering, please contact the fund's information agent, Carson Proxy Advisors, at 1-800-530-5189 (North American toll-free) or 416-751-2066 (local or text) or by e-mail at [email protected].
The board of trustees has authorized the making of the 2027 offer and the 2028 offer. However, none of Chemtrade, the board of trustees, or any of their respective affiliates, makes any recommendation to any debentureholder as to whether to deposit or refrain from depositing all or a portion of their debentures under any of the offers or as to which form of consideration to elect. Debentureholders must make their own decisions as to whether to deposit or refrain from depositing their debentures to any of the offers, and, if tendered, the amount of their debentures to deposit and the form of consideration to elect, as applicable.
About Chemtrade Logistics Income Fund
Chemtrade operates a diversified business providing industrial chemicals and services to customers across North America and around the world. Chemtrade is one of North America's largest suppliers of sulphuric acid, spent acid processing services, inorganic coagulants for water treatment, sodium chlorate, sodium nitrite and sodium hydrosulphite. Chemtrade is also a leading producer of high-purity sulphuric acid for the semiconductor industry in North America. Chemtrade is a leading regional supplier of sulphur, chlor-alkali products and zinc oxide. Additionally, Chemtrade provides industrial services such as processing byproducts and waste streams.
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