TORONTO, Sept. 22, 2025 (GLOBE NEWSWIRE) -- Chemtrade Logistics Income Fund (TSX:CHE) ("Chemtrade" or the "Fund") today announced a series of strategic transactions aimed at optimizing its capital structure and reducing its exposure to convertible debt instruments. The Fund announced today the upcoming redemption of all of its issued and outstanding 6.25% Convertible Unsecured Subordinated Debentures due August 31, 2027 (CUSIP No. 16387PAL7) (the "2027 Debentures") in accordance with the terms of the trust indenture, as amended and supplemented by supplemental indentures thereto (collectively, the "Indenture"), pursuant to which they were issued. In addition, the Fund also declared its intention to commence a substantial issuer bid for all of its issued and outstanding 2027 Debentures and a substantial issuer bid for all of its issued and outstanding 7.00% Convertible Unsecured Subordinated Debentures due June 30, 2028 (CUSIP No. 16387PAM5) (the "2028 Debentures").
Redemption of 2027 Debentures and Summary of Terms of the 2027 Offer
The Fund announced that it will redeem on November 4, 2025 (the "Mandatory Redemption Date") all of its issued and outstanding 2027 Debentures in accordance with the terms of the Indenture pursuant to which they were issued (the "Redemption"). Formal notice of redemption is being delivered to the holders of the 2027 Debentures today in accordance with the terms of the Indenture. On the Mandatory Redemption Date, holders of the 2027 Debentures will receive approximately $1,011.1301370 for each $1,000 principal amount of 2027 Debentures (the "Redemption Price"), representing their par value, plus all accrued and unpaid interest thereon to but excluding the Mandatory Redemption Date.
The Board of Trustees of the Fund (the "Board of Trustees") has also authorized a substantial issuer bid (the "2027 Offer") for the 2027 Debentures pursuant to which the Fund will offer to purchase for cancellation up to all of its 2027 Debentures at a purchase price of $1,340 in cash per $1,000 principal amount of 2027 Debentures (the "2027 Offer Price"). Holders of 2027 Debentures (each, a "2027 Debentureholder") who validly tender and do not withdraw their 2027 Debentures under the 2027 Offer will receive the 2027 Offer Price, plus a cash payment in respect of all accrued and unpaid interest on such 2027 Debentures up to, but excluding, the date they are taken up by the Fund pursuant to the 2027 Offer.
The 2027 Offer will expire at 5:00 p.m. Eastern time on November 3, 2025, one business day prior to the Mandatory Redemption Date. The 2027 Offer will not be conditional upon any minimum number of 2027 Debentures being tendered. Any outstanding 2027 Debentures not tendered or purchased pursuant to the 2027 Offer will be redeemed by the Fund on the Mandatory Redemption Date at the Redemption Price. Any 2027 Debentures that are redeemed in connection with the Redemption will cease to bear interest from and after the Mandatory Redemption Date.
The 2027 Debentures are listed and posted for trading on the Toronto Stock Exchange (the "TSX") under the symbol "CHE.DB.G". As of September 19, 2025, $129,930,000 aggregate principal amount of 2027 Debentures were issued and outstanding. On September 19, 2025, the last full trading day prior to announcement by Chemtrade of the approval by the Board of Trustees of the 2027 Offer, the closing price of the 2027 Debentures was $129.07 per $100 principal amount (or $1,290.70 per $1,000 principal amount) of 2027 Debentures.
The 2027 Offer Price of $1,340 per $1,000 principal amount of 2027 Debentures represents the following premiums against the below noted benchmark values of the 2027 Debentures (in each case, calculated and presented per $100 principal amount of 2027 Debentures):
Benchmark Price (per $100 principal amount of 2027 Debentures)
Price
Approximate2027 Offer PricePremium
Par value
$100.00
34.0%
Closing price of the 2027 Debentures on September 19, 2025(1)
$129.07
3.8%
Volume-weighted average price ("VWAP") of the 2027 Debentures for the 60 trading days ending September 19, 2025(1)
$122.22
9.6%
VWAP of the 2027 Debentures for the 180 trading days ending September 19, 2025(1)
$117.76
13.8%
Notes: (1) Based on reported closing price, trading volume and trading values for the applicable periods reported on the TSX.
Summary of Terms of the 2028 Offer
The Fund's Board of Trustees also authorized a substantial issuer bid (the "2028 Offer" and collectively with the 2027 Offer, the "Offers") pursuant to which the Fund will offer to purchase for cancellation up to all of its 2028 Debentures.
Under the 2028 Offer, Chemtrade will offer to purchase, at the election of the holders of 2028 Debentures (each, a "2028 Debentureholder"), for each $1,000 principal amount of 2028 Debentures validly tendered and not withdrawn:
(a) pursuant to a cash election (the "2028 Cash Election"), (i) $1,200 in cash (the "2028 Cash Purchase Price"), plus (ii) a cash payment in respect of all accrued ...
