CALGARY, Alberta, April 14, 2022 (GLOBE NEWSWIRE) — ClearStream Vitality Providers Inc. (“ClearStream” or the “Firm”) (TSX: CSM) at this time introduced that it has accomplished the refinancing of its asset-based revolving credit score facility (the “Refinancing”). ClearStream established a brand new $25 million asset-based revolving credit score facility with a three-year time period (the “ABL Facility”) to exchange its current $15 million asset-based revolving credit score facility that was to mature on April 14, 2022 (the “Former ABL Facility”).
ABL Facility
The ABL Facility gives for max borrowings as much as $25 million with The Toronto-Dominion Financial institution (the “Lender”). The quantity accessible underneath the ABL Facility will fluctuate sometimes based mostly on the borrowing base decided with regards to the accounts receivable and inventories of ClearStream and sure of its subsidiaries. The obligations underneath the ABL Facility are secured by, amongst different issues, a primary rating lien on all the current and after acquired accounts receivable and inventories of the Firm and the opposite guarantors, being sure of the Firm’s direct and oblique subsidiaries. The maturity date of the ABL Facility is April 14, 2025.
The monetary covenants relevant underneath the ABL Facility are: (a) the Firm should preserve a hard and fast cost protection ratio equal to or higher than 1.00:1.00 for every twelve month interval calculated and examined as of the final day of every fiscal quarter; and (b) the Firm should not expend or change into obligated for any capital expenditures in an mixture quantity exceeding $10 million throughout any fiscal 12 months.
As at April 14, 2022, no quantities had been drawn on the ABL Facility.
Time period Mortgage Facility
Pursuant to the phrases of the Fifth Amended and Restated Credit score Settlement dated March 23, 2021 (the “Fifth ARCA”), ClearStream had entry to (a) the Former ABL Facility and (b) a time period mortgage facility offering for max borrowings of as much as $40.5 million (the “Time period Mortgage Facility”) with Canso Funding Counsel Ltd., in its capability as portfolio supervisor for and on behalf of sure accounts that it manages (“Canso”).
On account of the Refinancing, the Fifth ARCA has been amended and restated by a Sixth Amended and Restated Credit score Settlement (the “Sixth ARCA”) to, amongst different issues: (a) take away the Former ABL Facility; (b) prolong the maturity date of the Time period Mortgage Facility from September 30, 2022 to the date that’s the earlier of (i) 180 days following the maturity date of the ABL Facility, (ii) October 14, 2025, and (iii) the date on which the Time period Mortgage Facility is terminated earlier pursuant to its phrases; (c) change the rate of interest charged on the Time period Mortgage Facility to a hard and fast fee of eight% (beforehand a floating fee of prime plus four.5%, growing to prime plus 6.zero% if the Former ABL Facility was greater than 50% drawn); and (d) appoint Computershare Belief Firm of Canada as administrative agent.
The obligations underneath the Time period Mortgage Facility are secured by, amongst different issues, a lien on all the current and after acquired accounts receivable and inventories of the Firm and the opposite guarantors, being sure of the Firm’s direct and oblique subsidiaries.
As at April 14, 2022, $40.5 million was excellent underneath the Time period Mortgage Facility. The Time period Mortgage Facility is required for use for particular functions and can’t be redrawn as soon as repaid.
BDC Secured Loans
On June 26, 2019, the Firm acquired $19 million from two secured loans (the “BDC Loans”) with the Enterprise Improvement Financial institution of Canada (“BDC”) as a partial supply of funds for the acquisition of sure property of the manufacturing providers division of AECOM Manufacturing Providers Ltd. (the “PSD Enterprise”).
The BDC Loans are secured by a primary safety curiosity on the actual property and tools acquired by means of the acquisition of the PSD Enterprise and a safety curiosity in all different current and future property, topic to the priorities granted to current lenders underneath the ABL Facility, Senior Secured Debentures (as outlined beneath) and different current commitments.
The mortgage agreements with BDC require the Firm to keep up a hard and fast cost protection ratio equal to or higher than 1.00:1.00 on annual foundation.
As at April 14, 2022, $15.four million was excellent underneath the BDC Loans. No substantive amendments had been made to the BDC Loans because of the Refinancing.
Senior Secured Debentures
On March 23, 2016, ClearStream issued eight% senior secured debentures due March 23, 2026 (the “Senior Secured Debentures”) on a non-public placement foundation to Canso pursuant to a belief indenture between ClearStream, as issuer, and Computershare Belief Firm of Canada, as debenture trustee, as amended and supplemented (the “Senior Secured Indenture”).
The Senior Secured Debentures are secured by first-ranking liens over all the property of the Firm and its guarantor subsidiaries, apart from sure restricted lessons of collateral over which the Firm has granted a prior-ranking lien in favour of the ABL Facility, the Time period Mortgage Facility and the BDC Loans.
The Senior Secured Debentures present for sure occasions of default and covenants of the Firm, together with monetary and reporting covenants and restrictive covenants limiting the power of the Firm and its subsidiaries to make sure distributions and tendencies, incur indebtedness, grant liens and limitations with respect to acquisitions, mergers, investments, non-arm’s size transactions, reorganizations and hedging preparations (topic to sure exceptions).
As at April 14, 2022, ClearStream had $111.2 million principal quantity of eight% Senior Secured Debentures excellent. On account of the Refinancing, minor amendments had been made to the Senior Secured Indenture to mirror the ABL Facility and the Sixth ARCA.
Copies of the agreements governing the ABL Facility, the Time period Mortgage Facility, the BDC Loans and the Senior Secured Debentures might be accessible shortly by means of SEDAR at www.sedar.com.
About ClearStream Vitality Providers Inc.
With a legacy of excellence and expertise stretching again greater than 50 years, ClearStream gives options to the Vitality and Industrial markets together with: Oil & Gasoline, Petrochemical, Mining, Energy, Agriculture, Forestry, Infrastructure and Water Remedy. With places of work strategically situated throughout Canada and a devoted workforce, we offer upkeep, development, put on expertise and environmental providers that preserve our shoppers transferring ahead. For extra details about ClearStream, please go to www.clearstreamenergy.ca or contact:
Advisory Relating to Ahead-Wanting Data
Sure data included on this press launch could represent “forward-looking data” inside the that means of Canadian securities legal guidelines. In some circumstances, forward-looking data might be recognized by terminology akin to “could”, “will”, “ought to”, “anticipate”, “plan”, “anticipate”, “imagine”, “estimate”, “predict”, “potential”, “proceed” or the damaging of those phrases or different related expressions regarding issues that aren’t historic details. Particularly, this press launch comprises forward-looking data regarding: the refinancing of ClearStream’s asset-based revolving credit score facility.
Ahead-looking data entails vital dangers and uncertainties. Numerous components may trigger precise occasions or outcomes to vary materially from the occasions and outcomes mentioned within the forward-looking data, together with, however not restricted to, the success of our response to the COVID-19 international pandemic, dangers associated to the combination of acquired companies, circumstances of capital markets, financial circumstances, commodity costs, dependence on key personnel, rates of interest, regulatory change, skill to satisfy working capital necessities and capital expenditure wants, components regarding the climate and availability of labour. These components shouldn’t be thought of exhaustive. Dangers and uncertainties about ClearStream’s enterprise are extra totally mentioned in ClearStream’s disclosure supplies, together with its annual data type and administration’s dialogue and evaluation of the working and monetary outcomes, filed with the securities regulatory authorities in Canada and accessible at www.sedar.com. In formulating the forward-looking data herein, administration has assumed that enterprise and financial circumstances affecting ClearStream will proceed considerably within the atypical course, together with, with out limitation, with respect to common ranges of financial exercise, laws, taxes and rates of interest. Though the forward-looking data relies on what administration of ClearStream contemplate to be cheap assumptions based mostly on data at present accessible to it, there might be no assurance that precise occasions or outcomes might be in keeping with this forward-looking data, and administration’s assumptions could show to be incorrect.
This forward-looking data is made as of the date of this press launch, and ClearStream doesn’t assume any obligation to replace or revise it to mirror new occasions or circumstances besides as required by regulation. Undue reliance shouldn’t be positioned on forward-looking data. Ahead-looking data is offered for the aim of offering details about administration’s present expectations and plans regarding the longer term. Readers are cautioned that such data is probably not applicable for different functions.
