WSP Announces Private Offering of Senior Unsecured Notes in Aggregate Principal Amount of $1 Billion

MONTREAL, Sept. 10, 2024 (GLOBE NEWSWIRE) — WSP Global Inc. (TSX: WSP) (“WSP” or the “Corporation”) announced today that it has priced an offering (the “Offering”) of $525 million aggregate principal amount of 4.12% senior unsecured notes due September 12, 2029 (the “2029 Notes”) and $475 million aggregate principal amount of 4.754% senior unsecured notes due September 12, 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Notes”).

The Notes are being offered through a syndicate of underwriters comprised of CIBC Capital Markets, National Bank Financial Markets and RBC Capital Markets, as co-lead bookrunners and co-private placement agents, and including BMO Nesbitt Burns Inc., BNP Paribas (Canada) Securities Inc., Scotia Capital Inc., TD Securities Inc., Desjardins Securities Inc., JP Morgan Securities Canada Inc., Citigroup World Markets Canada Inc. and Laurentian Bank Securities Inc., as co-managers. The offering is expected to close on or about September 12, 2024, subject to customary closing conditions.

The Bonds will be issued for aggregate gross proceeds of $1 billion. The 2029 Bonds will bear interest at a fixed rate of 4.12% per annum, and the 2034 Bonds will bear interest at a fixed rate of 4.754% per annum, in each case payable semi-annually until maturity on March 12 and September of each year beginning March 12, 2025.

The Company intends to use the net proceeds of the Offering (i) to partially fund the purchase price payable under its previously announced acquisition (the “Acquisition”) of Power Engineers, Incorporated (“POWER”), and to reduce accordingly the amounts to be advanced at closing of the Acquisition under the term loan commitments made available to the Company pursuant to a debt commitment letter dated August 12, 2024 by and between the Company and Canadian Imperial Bank of Commerce, as sole arranger and sole bookrunner, and for other general corporate purposes, or (ii) in the event the Acquisition does not close for any reason, to repay the Company’s existing indebtedness and for other general corporate purposes. The Acquisition is expected to close early in the fourth quarter of 2024, subject to customary closing conditions, including receipt of regulatory approval in the United States.

The Notes will be direct, senior, unsecured obligations of WSP, and will be rated bet passed The 2029 Notes will be issued under the trust indenture dated April 19, 2021, as supplemented by a third supplemental trust indenture relating to the 2029 Notes and a fourth supplemental trust indenture relating to the 2034 Notes, both to be dated as of the closing date of the offering. The Notes have been assigned a provisional rating of BBB (high), with a stable trend, by DBRS Limited, and are being offered in Canada on a private placement basis pursuant to exemptions from the prospectus requirements of applicable securities legislation. See “Forward-Looking Statements”.

The Notes have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the Notes in Canada will be made on a basis exempt from the prospectus requirements of such securities laws. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements of such Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any offer to sell or solicitation of an offer to buy, the Notes in any jurisdiction in which it is unlawful to do so.

FORWARD-LOOKING STATEMENTS
In addition to the disclosure of historical information, WSP may make or provide statements or information in this press release that are not based on historical or current facts and that are considered forward-looking information or forward-looking statements (collectively, “forward-looking statements”) under Canadian securities laws. These forward-looking statements relate to future events or future performance and reflect the expectations of WSP’s management (“Management”) regarding, without limitation, WSP’s growth, operating results, performance and business prospects and opportunities or trends affecting its industry.

This press release may contain “forward-looking statements” within the meaning of applicable Canadian securities laws, including, without limitation, with respect to the timing and completion of the proposed Offering, the pending acquisition of POWER by WSP, the intended use of proceeds of the Offering, the expected timing of closing of the Acquisition, the new fully committed term loans that will be made available to the Corporation in connection with the Acquisition, and other statements that are not historical facts. Forward-looking statements are generally identified by words such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “forecast”, “project”, “intend”, “target”, “potential”, “continue” or the negative of these terms or similar terminology. These forward-looking statements reflect management’s current beliefs and are based on certain factors and assumptions that, by their nature, are subject to inherent risks and uncertainties. Although the Company believes that the expectations and assumptions on which these forward-looking statements are based are reasonable, undue reliance should not be placed on them as there can be no assurance that they will prove to be correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. These risks and uncertainties are discussed in the “Risk Factors” section of WSP’s Management’s Discussion and Analysis for the year ended December 31, 2023 and WSP’s Management’s Discussion and Analysis for the second quarter and six-month period ended June 29, 2024, filed on SEDAR+ at www.sedarplus.ca, as well as other risks described from time to time in reports filed by the Corporation with securities regulators or commissions or in other documents the Corporation makes publicly available, which may cause events or results to differ materially from those expressed or implied in any forward-looking statements.

The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement. The forward-looking information contained in this press release speaks only as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws.

ABOUT WSP
WSP is one of the world’s leading professional services companies, dedicated to preparing the future of our cities and our environment. We provide strategic consulting, engineering and design services to clients seeking sustainable solutions in the transportation, infrastructure, environment, buildings, energy, water and mining sectors. Our 69,300 trusted professionals are united by a common purpose of creating positive and lasting impacts on the communities we serve through a culture of innovation, integrity and inclusion. In 2023, WSP reported revenues of C$14.4 billion. The Company’s shares are listed on the Toronto Stock Exchange (TSX: WSP).

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FOR FURTHER INFORMATION PLEASE CONTACT:

Alain Michaud
Financial Director
WSP Global Group Inc.
[email protected]
Phone: 438-843-7317