WSP Announces Private Offering of $1 Billion Aggregate Principal Amount of Senior Unsecured Notes

Executive Summary

• WSP Global Inc. priced a $1 billion senior unsecured notes offering (US$500 M of 4.003% notes due 2032 and US$500 M of 4.586% notes due 2036).
• Net proceeds will fund the pending acquisition of TRC Companies and reduce reliance on an incremental credit facility; if the acquisition fails, proceeds may be used to repay existing debt, including redemption of the 2036 Notes.
• The offering is expected to close around January 22 2026; the 2036 Notes carry a mandatory redemption clause at 101% of principal if the merger does not close by June 15 2026.

Key Details

• Offering Size: $1 billion aggregate gross proceeds (US$500 M each for 4.003% 2032 Notes and 4.586% 2036 Notes).
• Interest Rates: 4.003% per annum (2032 Notes); 4.586% per annum (2036 Notes), payable semi‑annually.
• Maturity Dates: January 22, 2032 and January 22, 2036 respectively.
• Syndicate/Bookrunners: CIBC Capital Markets, RBC Capital Markets, TD Securities (joint bookrunners); co-managers include BMO Nesbitt Burns, National Bank Financial, BNP Paribas Canada, Desjardins Securities, J.P. Morgan Securities Canada, Scotia Capital, BofA Securities, Wells Fargo Securities Canada.
• Closing Date: Expected on or about January 22, 2026, subject to customary conditions.
• Use of Proceeds – Primary Scenario (Acquisition closes):
• Fund part of the purchase price for TRC Companies acquisition.
• Reduce amounts to be drawn under a third incremental facility supplement to WSP’s credit agreement.
• General corporate purposes.
• Use of Proceeds – Alternate Scenario (Acquisition fails):
• Repay existing indebtedness, including redemption of the 2036 Notes.
• General corporate purposes.
• Acquisition Timeline: Expected completion in Q1 2026, subject to regulatory approvals and other closing conditions.
• Mandatory Redemption Clause (2036 Notes):
• Redemption at 101% of principal plus accrued interest if acquisition not consummated by 5:00 p.m. NY time on June 15 2026 (or later date agreed).
• Also triggered if merger agreement is terminated or WSP announces it will not proceed with the acquisition.
• Rating: Provisional BBB (high) rating, stable trend, assigned by DBRS Limited.
• Legal/Offering Structure: Private placement in Canada exempt from prospectus requirements; not registered under U.S. securities laws.

Notable Quotes

(No executive quotes were included in the release.)