Tidewater announces successful closing of the Pioneer Pipeline sale to ATCO and results of Tidewater's annual general and special meeting

Jun 30, 2021

Successful closing of Pioneer Pipeline sale to ATCO

CALGARY, AB, June 30, 2021 /CNW/ - Tidewater Midstream and Infrastructure Ltd. ("Tidewater" or the "Corporation") (TSX: TWM), together with its partner TransAlta Corporation ("TransAlta"), is pleased to announce that it has closed its previously announced sale of the Pioneer Pipeline (the "Pioneer Transaction") to ATCO Gas and Pipelines Ltd. ("ATCO") for gross proceeds of $255 million.  Tidewater received net cash proceeds of $135 million which includes: the sale of certain ancillary assets to TransAlta that closed concurrently with the Pioneer Transaction; and, cash consideration for certain budgeted restoration work completed by Tidewater at TransAlta's cost. The Pioneer Pipeline will be integrated into the Nova Gas Transmission Ltd. ("NGTL") and ATCO Alberta integrated natural gas transmission systems to provide reliable natural gas supply to TransAlta's power generating units at Sundance and Keephills.  Tidewater will use the proceeds from this disposition to accelerate its deleveraging plan and to repay debt under its credit facility.

"The sale of the Pioneer Pipeline and its integration into NGTL's and ATCO's integrated natural gas transmission systems is a major milestone for Tidewater in achieving its twelve-month leverage target of 3.0-3.5x Net debt/Adjusted EBITDA," said Joel MacLeod, Chairman and CEO of Tidewater, "The Pioneer Pipeline was a transformational project for Tidewater.  We are pleased to have played a role in converting TransAlta's existing Alberta thermal units to natural gas.  We thank TransAlta for their partnership in the Pioneer Pipeline project."

Report on annual general and special meeting voting results

Tidewater is also pleased to announce that at the annual general and special meeting held in Calgary, Alberta on June 29, 2021 (the "Meeting") holders of common shares of Tidewater: (i) elected Joel MacLeod, Douglas Fraser, Margaret A. (Greta) Raymond, Robert Colcleugh, ‎Michael Salamon, Neil McCarron and Gail Yester‎ to the Board of Directors; (ii) re-appointed Deloitte LLP, as Tidewater's auditors; (iii) approved the unallocated deferred equity share units under the Corporation's deferred share unit plan; and (iv) passed the non-binding advisory vote on the Corporation's approach to executive compensation.

The detailed results of the vote for the election of directors held at the Meeting are set out below:

Further disclosure on the matters approved at the Meeting can be found in the Management Information Circular dated May 17, 2021 and the Report of Voting Results for the Meeting on SEDAR.

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 and crude oil and refined product 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, including gas plants, pipelines, railcars, export terminals, storage and downstream facilities.

Cautionary Notes

Advisory Regarding Forward-Looking Statements

In the interest of providing Tidewater's shareholders and potential investors with information regarding Tidewater, including management's assessment of Tidewater's future plans and operations, certain statements in this press release are "forward-looking information" within the meaning of applicable Canadian securities legislation ("forward-looking statements"). In some cases, forward-looking statements can be identified by terminology such as "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "may", "objective", "ongoing", "outlook", "potential", "project", "plan", "should", "target", "would", "will" or similar words suggesting future outcomes, events or performance. The forward-looking statements contained in this press release speak only as of the date thereof and are expressly qualified by this cautionary statement.

Specifically, this press release contains forward-looking statements relating to but not limited to: the sale of the Pioneer Pipeline to ATCO and the sale of certain ancillary assets to TransAlta (the "Transactions") and the proceeds to be received by Tidewater from the Transactions; and, Tidewater's projected use of proceeds from the Transactions. These forward-looking statements are based on certain key assumptions regarding, among other things: Tidewater's ability to execute on its business plan; that any third party projects relating to the Corporation's divestitures will be sanctioned and completed as expected; that there are no unforeseen events preventing the performance of contracts; that there are no unforeseen material changes related to the Corporation's divestitures including the Transactions, that counterparties will comply with contracts in a timely manner; new commercial arrangements or current operations; our operating activities; and current industry conditions, laws and regulations continuing in effect (or, where changes are proposed, such changes being adopted as anticipated). Readers are cautioned that such assumptions, although considered reasonable by Tidewater at the time of preparation, may prove to be incorrect.

Actual results achieved will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. These known and unknown risks and uncertainties, include, but are not limited to: the regulatory environment and decisions; the possibility that governmental policies or laws may change or governmental approvals may be delayed or withheld; failure to negotiate and conclude any required commercial agreements; non-performance of agreements in accordance with their terms; the impact of competitive entities and pricing; reliance on key industry partners, alliances and agreements; the continuation or completion of third-party projects; actions by governmental or regulatory authorities including changes in tax laws and treatment, construction delays; labour and material shortages; and certain other risks detailed from time to time in Tidewater's public disclosure documents including, among other things, those detailed under the heading "Risk Factors" in Tidewater's most recent management's discussion and analysis and annual information form for the year ended December 31, 2020.

The above summary of assumptions and risks related to forward-looking statements in this press release has been provided in order to provide shareholders and potential investors with a more complete perspective on Tidewater's current and future operations and such information may not be appropriate for other purposes. There is no representation by Tidewater that actual results achieved will be the same in whole or in part as those referenced in the forward-looking statements and Tidewater does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

This press release refers to "Adjusted EBITDA" which does not have any standardized meaning prescribed by generally accepted accounting principles in Canada ("GAAP").  Adjusted EBITDA is calculated as income or loss before interest, taxes, depreciation, share-based compensation, unrealized gains/losses, non-cash items, transaction costs, items that are considered non-recurring in nature and the Corporation's proportionate share of EBITDA in their equity investments.

Tidewater's management believes that Adjusted EBITDA provides useful information to investors as it provides an indication of results generated from the Corporation's operating activities prior to financing, taxation and non-recurring/non-cash impairment charges occurring outside the normal course of business. Adjusted EBITDA is used by management to set objectives, make operating and capital investment decisions, monitor debt covenants and assess performance. In addition to its use by management, Tidewater also believes Adjusted EBITDA is a measure widely used by security analysts, investors and others to evaluate the financial performance of the Corporation and other companies in the midstream industry.  Investors should be cautioned that Adjusted EBITDA should not be construed as alternatives to earnings, cash flow from operating activities or other measures of financial results determined in accordance with GAAP as an indicator of the Corporation's performance and may not be comparable to companies with similar calculations.

This press release refers to "Net debt" which does not have any standardized meaning prescribed by generally accepted accounting principles in Canada ("GAAP"). "Net Debt" is defined as bank debt, notes payable and convertible debentures, less cash. Net debt is used by the Corporation to monitor its capital structure and financing requirements. It is also used as a measure of the Corporation's overall financial strength.

Additional information relating to Tidewater is available on SEDAR at www.sedar.com and at www.tidewatermidstream.com.

SOURCE Tidewater Midstream and Infrastructure Ltd.