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CALGARY, June 15 /CNW/ - (TSX: CUQ) - The Churchill Corporation ("Churchill") is pleased to announce that it has closed its previously announced bought deal financing (the "Offering") of subscription receipts and convertible extendible unsecured subordinated debentures. Upon closing, Churchill issued (i) 6,000,000 subscription receipts (the "Subscription Receipts") at a price of Cdn$16.75 per Subscription Receipt for gross proceeds of $100.5 million and (ii) $86.25 million aggregate principal amount of convertible extendible unsecured subordinated debentures (the "Debentures"), including $11.25 million aggregate principal amount of Debentures pursuant to the exercise in full by the underwriters at closing of the over-allotment option granted to them with respect to the Debentures, for total net proceeds of approximately Cdn$180 million. Churchill has also granted to the underwriters an over-allotment option to purchase up to an additional 900,000 Subscription Receipts, which may be exercised by the underwriters in whole or in part for a period of 30 days following closing.
Churchill intends to use the proceeds of the Offering to fund a portion of the purchase price of its previously announced acquisition of Seacliff Construction Corp (the "Acquisition"). The Acquisition is expected to close in mid-July, 2010 (the "Acquisition Closing Date") subject to customary transaction closing conditions, including regulatory and shareholder approval.
On the Acquisition Closing Date, each Subscription Receipt will automatically be exchanged on a one-to-one basis for common shares of Churchill without any further action on part of the holder and without payment of additional consideration. The proceeds from the sale of Subscription Receipts will be held by a trustee, as escrow agent, and invested in short-term obligations of, or guaranteed by, the Government of Canada (and other approved investments) until the earlier of the Acquisition Closing and the Termination Date. If the closing of the Acquisition (the "Acquisition Closing") does not occur on or before August 20, 2010, or is terminated at any earlier time (in either case, the "Termination Date"), holders of Subscription Receipts will receive the full purchase price of the Subscription Receipt, together with their pro rata portion of interest earned thereon between the closing of the Offering and the Termination Date.
The Debentures will have an initial maturity date of August 20, 2010 ("Initial Maturity Date") which will automatically be extended to June 30, 2015 upon the Acquisition Closing. If the Termination Date occurs, the maturity date of the Debentures will remain the Initial Maturity Date. In the event the Debentures mature on the Initial Maturity Date, holders shall be entitled to accrued and unpaid interest thereon.
The offering of the Subscription Receipts was led by RBC Dominion Securities Inc. and Raymond James Ltd. and the offering of the Debentures was led by RBC Dominion Securities Inc. The underwriting syndicate for the Offering included RBC Dominion Securities Inc., Raymond James Ltd., National Bank Financial Inc., CIBC World Markets Inc., TD Securities Inc., Canaccord Genuity Corp., GMP Securities L.P., Macquarie Capital Markets Canada Ltd., HSBC Securities (Canada) Inc., Paradigm Capital Inc., Stonecap Securities Inc.
Neither the Subscription Receipts nor the Debentures offered have 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.
About The Churchill Corporation:
The Churchill Corporation provides building construction, industrial insulation and electrical contracting services throughout Western Canada. Churchill common shares are listed on the Toronto Stock Exchange under the symbol "CUQ". The Subscription Receipts are listed on the Toronto Stock Exchange under the symbol "CUQ.R" and the Debentures are listed on the Toronto Stock Exchange under the symbol "CUQ.DB".
FORWARD LOOKING STATEMENTS
Certain statements in this Press Release may constitute "forward-looking statements". Forward-looking statements include, without limitation, statements regarding the timing of the closing of the Acquisition and the use of proceeds of the Offering associated therewith. Many of these statements can be identified by looking for words such as "believes," "expects," "may," "will," "intends," "anticipates," "estimates," "continues," or the negative thereof, or other variations thereon. Although management of Churchill believes its expectations regarding these statements are based on reasonable assumptions and currently available information, it can give no assurance its expectations will be achieved. The Corporation cautions that, by their nature, forward-looking statements, involve risks, and uncertainties and that its actual actions, and/or results could differ materially from those expressed or implied in such forward-looking statements, and that the aforementioned risks, uncertainties and actions could affect the extent to which a particular projection materializes. The Corporation assumes no obligation to update the forward-looking statements should circumstances or the Corporation's management's estimates or opinions change, except as may be required by law.
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