WSP Announces Private Offering of $500 Million Senior Unsecured Notes

MONTREAL, Nov. 15, 2023 (GLOBE NEWSWIRE) — WSP Global Inc. (TSX: WSP) (“WSP” or the “Corporation”) announced today that it has priced an offering (the “Offering”) of $500 million aggregate principal amount of 5.548% senior unsecured notes due November 22, 2030 (the “Notes”).

The Notes are being offered through an agency syndicate consisting of CIBC Capital Markets, National Bank Financial Markets and RBC Capital Markets, as joint bookrunners and co-lead private placement agents, and including BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc., BNP Paribas (Canada) Securities Inc., Desjardins Securities Inc., J.P. Morgan Securities Canada Inc., HSBC Securities (Canada) Inc., Citigroup Global Markets Canada Inc., Raymond James Ltd. and Laurentian Bank Securities Inc., as co-managers. The offering is expected to close on or about November 22, 2023, subject to customary closing conditions.

The Notes will be issued for aggregate gross proceeds of $500 million and will bear interest at a fixed rate of 5.548% per annum, payable semi annually until maturity on the 22nd day of May and November in each year beginning on May 22, 2024.

The Corporation intends to use the net proceeds of the offering to repay existing indebtedness and for other general corporate purposes.

The Notes will be direct, senior unsecured obligations of WSP, will rank pari passu with all of the existing and future senior unsecured indebtedness of WSP, and will be issued pursuant to the Trust Indenture dated April 19, 2021, as supplemented by a second supplemental indenture to be dated the date of closing 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 in reliance upon exemptions from the prospectus requirements under 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 which is 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, or an applicable exemption from the registration requirements of, the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer to sell or a solicitation of an offer to buy the Notes in any jurisdiction where it is unlawful to do so.

FORWARD-LOOKING STATEMENTS
Certain statements in this press release about the timing and completion of the proposed Offering and the expected use of the net proceeds of the Offering, and any other future events or developments constitute forward-looking statements.

Forward-looking statements are based on information currently available to us and on estimates and assumptions made by us in light of our experience and perception of current conditions and expected future developments, as well as other factors that we believe are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct. Many factors could cause future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the factors discussed or referred to in the “Risk Factors” section of WSP’s Management’s Discussion and Analysis for the year ended December 31, 2022, which is available under WSP’s profile on SEDAR+ at www.sedarplus.ca.

These factors are not intended to represent a complete list of the factors that could affect us; however, they should be considered carefully. The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations regarding the proposed Offering and other future events and may not be appropriate for other purposes; readers should not place undue reliance on forward-looking statements made herein. The closing of the proposed Offering is subject to general market and other conditions and there can be no assurance that the proposed Offering will be completed or that the terms of the proposed offering of Notes will not be modified. Furthermore, unless otherwise stated, the forward-looking statements contained in this press release are made as of the date hereof and except as required under applicable securities laws, WSP does not undertake to update or revise any forward-looking statements, whether written or verbal, that may be made from time to time by itself or on its behalf, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

ABOUT WSP

As one of the largest professional services firms in the world, WSP exists to future-proof our cities and our environment. It provides strategic advisory, engineering, and design services to clients seeking sustainable solutions in the transportation, infrastructure, environment, building, energy, water, and mining sectors. Its 67,000 trusted professionals are united by the common purpose of creating positive, long-lasting impacts on the communities it serves through a culture of innovation, integrity, and inclusion. In 2022, WSP reported $11.9 B (CAD) in revenue. The Corporation’s shares are listed on the Toronto Stock Exchange (TSX: WSP).

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FOR ADDITIONAL INFORMATION, PLEASE CONTACT:

Alain Michaud
Chief Financial Officer
WSP Global Inc.
alain.michaud@wsp.com
Phone: 438-843-7317