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Tidewater Announces Pipestone Strategic Core-Area Acquisition and Associated 10-year Take-or-Pay Contracts, $75 Million Bought Deal Offering of Convertible Debentures and CEO’s Intention to Acquire Additional Shares

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These translations are done via Google Translate

CALGARY, Alberta, July 23, 2019 (GLOBE NEWSWIRE) — Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the “Corporation“) (TSX:TWM) is pleased to announce that it: has entered into an agreement to acquire from Pipestone Energy Corp. (“Pipestone Energy“), a 100% working interest in a strategic 30 MMcf/d raw gas compression, 5,400 bbls/d condensate handling and associated water disposal battery (“Pipestone East Battery”) for total consideration of up to $30 million in cash (the “Acquisition“); plans to invest $25 million in additional liquids handling infrastructure at its Pipestone Gas Plant (“Pipestone Plant 1“) and extended a take or pay agreement with Pipestone Energy.  Tidewater is also pleased to announce that it has entered into a $75 million bought deal offering of convertible debentures with a syndicate of underwriters.

Pipestone East Battery Acquisition

Tidewater is pleased to announce that it has entered into an agreement with Pipestone Energy to acquire a 100% working interest in the Pipestone East Battery (the “Acquisition Agreement”) which will be located approximately 24km directly east of Pipestone Plant 1 and will be a physical extension of existing Tidewater infrastructure that services Pipestone Energy.  The total cash consideration payable under the Acquisition Agreement is up to $30 million consisting of an initial cash payment by Tidewater of approximately $14 million to purchase existing compression, power generation, water handling infrastructure and facility equipment, with a commitment to fund up to $16 million to finalize the design, construction and commissioning of the Pipestone East Battery, which is expected to be completed over the next 12 to 18 months.

Concurrently upon signing the Acquisition Agreement, Pipestone Energy has elected to not exercise its option to acquire a 20% working interest in the Pipestone Plant 1 and has entered into certain other commitment agreements with Tidewater for Tidewater’s current and future projects in the Pipestone area, including:

  • a 10-year take-or-pay agreement for compression, separation and liquids handling at the Pipestone East Battery;
  • an extension of Pipestone Energy’s current 30 MMcf/day take-or-pay commitment at the Pipestone Plant 1 from a 5-year term to a 10-year term;
  • a 10-year, 20 MMcf/d take-or-pay commitment for Tidewater’s proposed Pipestone Plant 2 project (defined below), subject to the project receiving final investment decision by Tidewater on or before year-end 2019 and the proposed Pipestone Plant 2 being commissioned by Tidewater on or before the end of the second quarter of 2022; and
  • a 10-year dedication of an existing Pipestone Energy facility to Tidewater’s liquids handling expansion project.

Once the Pipestone East Battery is complete, it is expected to improve the strategic position that Tidewater has in the Pipestone area, provide additional EBITDA to Tidewater of approximately $4 million per year and further increase the average contract life of Tidewater’s infrastructure assets in the greater Pipestone area.

Pipestone Plant Update

At Pipestone Plant 1, Tidewater has received all the required regulatory approvals, including with respect to the acid gas injection well, and has commenced commissioning operations. The project remains on budget with an expected in-service date in the third quarter of 2019.

Tidewater plans to invest an incremental $25 million in liquids handling equipment (“Pipestone Liquids Handling”) in order to increase truck-in, stabilization, treating and storage capacity at the Pipestone Plant 1 due to increased demand in the area. The investment in additional liquids handling equipment is expected to generate an EBITDA multiple of approximately 6.0x once complete.

Tidewater continues to obtain significant commercial support for its proposed Pipestone Plant 1 expansion (“Pipestone Plant 2”) where the economics of this second plant are expected to be equivalent to Pipestone Plant 1.  The Corporation has received significant interest from multiple parties to finance the project on an attractive basis to Tidewater.  Tidewater expects to reach a final investment decision on Pipestone Plant 2 in the next 90 days.

Convertible Debenture Financing

In connection with the Acquisition and liquids handling expansion, Tidewater is pleased to announce that it has entered into a $75 million bought-deal financing (the “Convertible Debenture Financing“) of five-year convertible unsecured subordinated debentures (the “Debentures“) with a syndicate of underwriters (the “Underwriters“) co-led by CIBC Capital Markets and National Bank Financial Inc. The Debentures will have a coupon of 5.5 percent per annum, and a conversion price of $1.86 per Tidewater common share (“Common Share“).  The Corporation has granted the Underwriters an over-allotment option to purchase up to an additional $11.25 million aggregate principal amount of the Debentures, on the same terms, exercisable in whole or in part at any time up to the 30th day following initial closing of the Convertible Debenture Financing.

Net proceeds from the Offering will initially be used to complete the Acquisition and repay Tidewater’s credit facility, which is then expected to be utilized to expand Pipestone Liquids Handling, and for general corporate purposes.

The Debentures will be offered in all provinces of Canada, by way of short form prospectus and in certain other jurisdictions as may be agreed by the Underwriters and Tidewater.

The Debentures offered, and the Common Shares issuable on conversion or redemption thereof, have not and will not be registered under the U.S. Securities Act of 1933, as amended (the “Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Act.  This press release does not constitute an offer to sell or a solicitation of any offer to buy the common shares in the United States.

Closing of the Offering is expected to occur on or about, August 8, 2019 and is subject to customary conditions and regulatory approvals, including the approval of the Toronto Stock Exchange.

Chief Executive Officer’s Intent to Acquire Additional Tidewater Shares

Mr. MacLeod has entered into a term sheet with an arm’s length loan provider to facilitate, inter alia, the acquisition of additional Tidewater Common Shares.  Mr. MacLeod feels that Tidewater Common Shares continue to be undervalued.  The term sheet includes a pledge of approximately 5.5 million shares of Tidewater (the “Collateral”) as security in connection with a loan.  The loan has a term of three years and upon repayment Mr. MacLeod is entitled to 100% of the appreciation or increase in the value of the Collateral.

Second Quarter, 2019 Earnings Call

In conjunction with Tidewater’s second quarter 2019 earnings release, investors will have the opportunity to listen to Tidewater senior management review its second quarter results of fiscal 2019 via conference call on Tuesday, August 13th at 11:00 am MDT.

To access the conference call by telephone, dial 647-427-7450 (local / international participant dial in) or 1-888-231-8191 (North American toll free participant dial in).  A question and answer session for analysts will follow management’s presentation.

A live audio webcast of the conference call will be available by following this link: and will also be archived there for 90 days.

For those accessing the call via Cision’s investor website, we suggest logging in at least 15 minutes prior to the start of the live event. For those dialing in, participants should ask to be joined into the Tidewater Midstream and Infrastructure Ltd. earnings call.

About Tidewater

Tidewater is traded on the TSX under the symbol “TWM”. Tidewater’s business objective is to build a diversified midstream and infrastructure company in the North American natural gas, natural gas liquids (“NGL”) and crude oil space. Its strategy is to profitably grow and create shareholder value through the acquisition and development of oil and gas infrastructure. Tidewater plans to achieve its business objective by providing customers with a full service, vertically integrated value chain through the acquisition and development of oil and gas infrastructure including: gas plants, pipelines, railcars, trucks, export terminals and storage facilities.

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