NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Toronto, ON – June 12, 2020 – Teranet Holdings LP (“Teranet”) is pleased to announce the closing of its offering of $550 million 3.544% Series 2020-1 Senior Secured Bonds maturing June 11, 2025. The bonds were issued pursuant to the Master Trust Indenture dated December 16, 2010 and a Supplemental Indenture. The bonds are secured and rank equally with Teranet’s other senior obligations.
The offering was made on an agency basis by a syndicate of agents co-led by RBC Dominion Securities Inc. and CIBC World Markets Inc., and included BMO Nesbitt Burns Inc, TD Securities Inc., Scotia Capital Inc., and National Bank Financial Inc. The bonds are rated BBB, with a Stable trend, by DBRS Morningstar, and BBB by S&P Global Ratings.
The primary use of the proceeds from the 2020-1 Senior Secured Bond issue is to refinance a portion of the $700 million 4.807% Series 2010-2 Senior Secured Bonds due to mature on December 16, 2020. Accordingly, Teranet has given notice of early redemption of $400 million of its outstanding $700 million principal amount 4.807% Series 2010-2 Senior Secured Bonds on June 26, 2020. The redemption price for the bonds will be calculated in accordance with the applicable indenture. The excess proceeds from the 3.544% Series 2020-2 Senior Secured offering will be used for general corporate purposes.
The remaining $300 million of outstanding 4.807% Series 2010-2 Senior Secured Bonds will be redeemed at maturity with funding from an offering of 3.940% Series 2020-2 Senior Secured Bonds that were successfully priced in the U.S. private placement market to a group of private placement investors on May 21, 2020. Closing and funding (expected December 15, 2020) are subject to the purchaser’s satisfactory completion of due diligence and documentation and other conditions.
Kerri Brass, Teranet’s VP Finance and Chief Financial Officer, said, “We were pleased with the interest that investors showed in Teranet. The success of our offering demonstrates that investors understand the long term fundamentals of the real estate market that underpin Teranet’s key registration, search and writ volumes. While the current economic environment is challenging, our solid relationship with investors and strong financial performance allowed us to re-finance our upcoming maturity at terms that were advantageous to the company.”
Teranet is Canada’s leader in the delivery and transformation of statutory registry services with extensive expertise in land and commercial registries. We also market insightful property and data solutions, as well as practice management automation to thousands of customers in the real estate, financial services, government, utilities, and legal markets. Founded in 1991, Teranet operates the Electronic Registration System for the Province of Ontario, Teranet Manitoba—service provider to the Manitoba government, and Collateral Management Solutions—the market leader in Canadian lien registration and search, asset recovery services, and insolvency management. We are proud to be recognized as one of Greater Toronto’s Top 100 Employers for four years in a row (2017, 2018, 2019, and 2020). www.teranet.caFor more information please contact:
Kerri Brass, VP Finance and Chief Financial Officer
Tel (416) 570-6723
Notice: The Series 2020-1 Senior Secured Bonds and the Series 2020-2 Senior Secured Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold or delivered in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Series 2020-1 Senior Secured Bonds and the Series 2020-2 Senior Secured Bonds in the United States or in any other jurisdiction where such offer or solicitation is unlawful. No securities regulatory authority has either approved or disapproved of the contents of this news release.
Caution Regarding Forward-Looking Statements: Some of the statements contained in this press release may constitute forward-looking statements. Forward-looking statements include the expected use of proceeds, the timing of the redemption of the Series 2010-2 Senior Secured Bonds and the closing of Series 2020-2 Senior Secured Bonds. Often, but not always, forward-looking information can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management of Teranet made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that management of the Issuer believes to be relevant and reasonable at the date that such statements are made, and is subject to known and unknown risk and uncertainties. These assumptions may not materialize. As a result, actual future results may vary materially from those expressed or implied in the forward-looking information, and Teranet’s business, financial condition and results of operations could be materially and adversely affected by numerous factors, including such known and unknown risks and uncertainties. A variety of factors, many of which are beyond the control of Teranet, may cause actual future results to differ materially from the expectations expressed in the forward-looking statements.