By Rebecca Melvin
New York, April 11 – Kelt Exploration Ltd. priced an upsized C$90 million of five-year convertible debentures at par to yield 5% with an initial conversion premium of 41% on Monday, according to a news release.
The Regulation S deal includes C$75 million sold on a bought-deal basis to a syndicate of underwriters co-led by Peters & Co. Ltd. and FirstEnergy Capital Corp. and C$15 million sold on a non-brokered basis to certain directors, officers, employees and other subscribers.
The underwriter syndicate also includes National Bank Financial Inc., Cormark Securities Inc., TD Securities Inc., CIBC World Markets Inc., RBC Capital Markets, GMP Securities LP, Macquarie Capital Markets Canada Ltd., Raymond James Ltd., Scotia Capital Inc., AltaCorp Capital Inc. and BMO Capital Markets.
The debentures are non-callable until May 31, 2019, then they are provisionally callable for one year if shares exceed 125% of the conversion price. After May 31, 2020, the debentures are freely callable.
The securities have takeover protection and are being offered in all provinces of Canada except Quebec by way of short form prospectus.
Proceeds will be used to pay down existing bank credit facilities and for general corporate and working capital purposes.
Closing is expected May 3 subject to certain conditions, including regulatory approval.
Kelt is a Calgary, Alta.-based oil and gas company with exploration and production projects in west central Alberta and northeastern British Columbia.
Issuer: | Kelt Exploration Ltd.
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Issue: | Convertible debentures
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Amount: | C$90 million, upsized from $80 million and including $15 million sold on a non-brokered basis
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Maturity: | May 31, 2021
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Underwriters: | Syndicate co-led by Peters & Co. Ltd. and FirstEnergy Capital Corp. and including National Bank Financial Inc., Cormark Securities Inc., TD Securities Inc., CIBC World Markets Inc., RBC Capital Markets, GMP Securities LP, Macquarie Capital Markets Canada Ltd., Raymond James Ltd., Scotia Capital Inc., AltaCorp Capital Inc., BMO Capital Markets
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Coupon: | 5%
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Price: | Par, C$1,000
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Yield: | 5%
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Conversion premium: | 41%
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Conversion price: | C$5.50
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Conversion ratio: | 181.8182 shares
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Call protection: | Non-callable until May 31, 2019, then provisionally callable for one year at 125% price hurdle, then freely callable
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Takeover protection: | Yes
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Pricing date: | April 11
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Settlement date: | May 3
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Distribution: | Regulation S, short form prospectus in Canadian provinces except Quebec
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Stock symbol: | Toronto: KEL
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Stock price: | C$3.90 at open April 11
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