TMX Group Limited (“TMX Group”) today announced that it has priced a Canadian private placement offering (“the Offering”) of C$200 million aggregate principal amount of 3.779% Series E Senior Unsecured Debentures due June 5, 2028 (the “Debentures”) to accredited investors in Canada. The Debentures will be direct senior unsecured and unsubordinated obligations of TMX Group and will rank pari passu with all other senior unsecured and unsubordinated indebtedness of TMX Group.
TMX Group expects the Offering to close on June 5, 2018 and the Debentures are expected to receive a credit rating of A (high) with a Stable trend from DBRS Limited.
The net proceeds from the Offering will be used to repay a portion of outstanding indebtedness which may include indebtedness under TMX Group’s commercial paper program or its outstanding Series A debentures due October 3, 2018 or any combination thereof.
The Debentures are being offered exclusively to persons resident in a Canadian province through a syndicate of agents led by National Bank Financial Inc. and TD Securities Inc. and including BMO Nesbitt Burns Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Canaccord Genuity Corp., Casgrain & Company Limited and GMP Securities L.P. on a private placement basis in reliance upon exemptions from the prospectus requirements under applicable securities laws in those provinces. The Debentures have not been qualified for sale to the public under such securities laws.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the Debentures or any other securities of TMX Group in any jurisdiction, and is not an offer for sale within the United States of any securities of TMX Group. Securities of TMX Group, including any debt securities, may not be offered or sold in the United States absent registration under U.S. securities laws or unless exempt from registration under such laws. The Offering described in this news release is not being made in the United States and has not been and will not be registered under U.S. securities laws. Accordingly, the Debentures may not be offered or sold in the United States except in certain transactions exempt from the registration requirements under applicable U.S. securities laws.
Caution Regarding Forward-Looking Information
This press release of TMX Group contains “forward-looking information” (as defined in applicable Canadian securities legislation) that is based on expectations, assumptions, estimates, projections and other factors that management believes to be relevant as of the date of this press release. Often, but not always, such forward-looking information can be identified by the use of forward-looking words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “targeted”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variations or the negatives of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, or “will” be taken, occur or be achieved or not be taken, occur or be achieved. Forward-looking information, by its nature, requires us to make assumptions and is subject to significant risks and uncertainties which may give rise to the possibility that our expectations or conclusions will not prove to be accurate and that our assumptions may not be correct.
Examples of forward-looking information in this press release include, but are not limited to, the expected rating of the Debentures and the anticipated benefits of the Offering, including the ability of TMX Group to de-leverage and the timing thereof, which are subject to significant risks and uncertainties.
These risks include: competition from other exchanges or marketplaces, including alternative trading systems and new technologies, on a national and international basis; dependence on the economy of Canada; adverse effects on our results caused by global economic conditions or uncertainties including changes in business cycles that impact our sector; failure to retain and attract qualified personnel; geopolitical and other factors which could cause business interruption; dependence on information technology; vulnerability of our networks and third party service providers to security risks, including cyber-attacks; failure to properly identify or implement our strategies; regulatory constraints; constraints imposed by our level of indebtedness, risks of litigation or other proceedings; dependence on adequate numbers of customers; failure to develop, market or gain acceptance of new products; failure to effectively integrate acquisitions, including the Trayport acquisition, to achieve planned economics, or divest under-performing businesses; currency risk; adverse effect of new business activities; adverse effects from business divestitures; not being able to meet cash requirements because of our holding company structure and restrictions on paying dividends; dependence on third-party suppliers and service providers; dependence of trading operations on a small number of clients; risks associated with our clearing operations; challenges related to international expansion; restrictions on ownership of TMX Group common shares; inability to protect our intellectual property; adverse effect of a systemic market event on certain of our businesses; risks associated with the credit of customers; cost structures being largely fixed; the failure to realize cost reductions in the amount or the time frame anticipated; dependence on market activity that cannot be controlled; the regulatory constraints that apply to the business of TMX Group and its regulated subsidiaries, costs of on exchange clearing and depository services, trading volumes (which could be higher or lower than estimated) and revenues; future levels of revenues being lower than expected or costs being higher than expected.
Forward-looking information is based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions in connection with the ability of TMX Group to successfully compete against global and regional marketplaces; business and economic conditions generally; exchange rates (including estimates of exchange rates from Canadian dollars to the U.S. dollar or British pound sterling), commodities prices, the level of trading and activity on markets, and particularly the level of trading in TMX Group’s key products; business development and marketing and sales activity; the continued availability of financing on appropriate terms for future projects; productivity at TMX Group, as well as that of TMX Group’s competitors; market competition; research and development activities; the successful introduction and client acceptance of new products; successful introduction of various technology assets and capabilities; the impact on TMX Group and its customers of various regulations; TMX Group’s ongoing relations with its employees; and the extent of any labour, equipment or other disruptions at any of its operations of any significance other than any planned maintenance or similar shutdowns.
While we anticipate that subsequent events and developments may cause our views to change, we have no intention to update this forward-looking information, except as required by applicable securities law. This forward-looking information should not be relied upon as representing our views as of any date subsequent to the date of this press release. We have attempted to identify important factors that could cause actual actions, events or results to differ materially from those current expectations described in forward-looking information. However, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended and that could cause actual actions, events or results to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. These factors are not intended to represent a complete list of the factors that could affect us. A description of the above-mentioned items is contained under the heading RISKS AND UNCERTAINTIES in the 2017 Annual MD&A.