TMX Group Limited (“TMX Group”) today announced that it has priced a Canadian private placement offering (“the Offering”) of C$300 million aggregate principal amount of 2.997% Series D Senior Unsecured Debentures due December 11, 2024 (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 December 11, 2017 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 may be used to repay a portion of outstanding indebtedness (which may include any indebtedness incurred to finance the acquisition of London-based Trayport Holdings Limited, and its U.S.-based affiliate, Trayport, Inc. (collectively with Trayport Holdings Limited referred to as “Trayport”), a provider of pre-trade energy solutions for traders, brokers and exchanges (the “Trayport Acquisition”), including indebtedness under TMX Group’s commercial paper program or its outstanding Series A debentures due October 3, 2018), or to finance a portion of the purchase price of the Trayport Acquisition, or any combination thereof.
The Debentures are being offered exclusively to persons resident in a Canadian province through a syndicate of agents led by TD Securities Inc, National Bank Financial Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Barclays Capital Canada Inc., Canaccord Genuity Corp., Casgrain & Company Limited, GMP Securities L.P., and MUFG Securities (Canada), Ltd. 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 constitutes 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.