Clearwater Seafoods Incorporated Announces Proposed Offering of Senior Unsecured Notes

HALIFAX, April 17, 2017 /CNW/ – Clearwater Seafoods announced today that it plans to offer senior unsecured notes (the "Notes").  Clearwater intends to use the net proceeds from the sale of the Notes, as well as expected borrowings under the Senior Secured Credit Facilities, to refinance existing indebtedness.

The actual terms of the Notes, including interest rate and principal amount, will depend on market conditions at the time of pricing.  Concurrently with the Offering, Clearwater expects to enter into new senior secured credit facilities in an aggregate principal amount of up to $335.0 million (the "Senior Secured Credit Facilities"). 

The Notes are expected to be guaranteed on a senior unsecured basis by each of Clearwater’s current and future subsidiaries that are guarantors under the Senior Secured Credit Facilities.

The Notes and related guarantees have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. This offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. Additionally, in Canada the Offering will be made pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

COMMENTARY REGARDING FORWARD-LOOKING STATEMENTS

This news release may contain "forward-looking information" as defined in applicable Canadian securities legislation. All statements, other than statements of historical fact, included in this release, including, without limitation, statements regarding future plans and objectives of Clearwater, constitute forward-looking information that involve various known and unknown risks, uncertainties, and other factors outside management’s control.   Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect.  There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in such forward-looking information.

For additional information with respect to risk factors applicable to Clearwater, reference should be made to Clearwater’s continuous disclosure materials filed from time to time with securities regulators, including, but not limited to, Clearwater’s Annual Information Form. The forward-looking information contained in this release is made as of the date of this release and Clearwater does not undertake to update publicly or revise the forward-looking information contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

No regulatory authority has approved or disapproved the adequacy or accuracy of this news release.

SOURCE Clearwater Seafoods Incorporated