Acquisition of Canexus Creating significant value for shareholders

Transcription

1 Acquisition of Canexus Creating significant value for shareholders October 6, 2015

2 Forward Looking Statements and Non GAAP Financial Measures A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. The securities described in this document may not be offered or sold in the United States. Certain information included in this presentation is forward-looking, within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as anticipate, believe, could, estimate, expect, plan, intend, forecast, future, guidance, may, predict, project, should, strategy, target, will or similar words or phrases suggesting future outcomes or language suggesting an outlook. Forward-looking information in this presentation includes: anticipated adjusted operating cash flow ( AOCF ) and future growth rates; expected accretion in respect of AOCF; future supply and demand fundamentals of sodium chlorate, hydrochloric acid and caustic soda; pricing expectations of sodium chlorate, hydrochloric acid and caustic soda; overall North American market conditions; anticipated pulp markets; forecasted debt and leverage ratios; forecasted operating expenses and overall operating costs; expected synergies and financial benefits to be derived in respect of such synergies; trading liquidity; expectations of debt repayment and the impact on total debt to EBITDA; growth opportunities in respect of Superior s Specialty Chemicals, Energy Services and Construction Products Distribution business; growth initiatives; financial and acquisition metrics; dividend strategy; expectations with respect to receipt of the required shareholder, court, regulatory and third-party approvals and the timing associated with such approvals; closing of the arrangement; ability to obtain financing on acceptable terms; and closing of the financing. Superior believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Forward-looking information is provided for the purpose of providing information about management s expectations and plans about the future and may not be appropriate for other purposes. Forwardlooking information herein is based on various assumptions and expectations that Superior believes are reasonable in the circumstances. No assurance can be given that these assumptions and expectations will prove to be correct. Those assumptions and expectations are based on information currently available to Superior, including information obtained from third party industry analysts and other third party sources, and the historic performance of Superior s businesses. Such assumptions include anticipated financial performance, current business and economic trends, the amount of future dividends paid by Superior, business prospects, availability and utilization of tax basis, regulatory developments, currency, exchange and interest rates, trading data, cost estimates and Superior s ability to obtain financing on acceptable terms. Further details relating to these assumptions are contained in this presentation under the heading Assumptions and in Superior's 2015 Second Quarter Management's Discussion and Analysis ("Q2 MD&A"), which is available electronically on SEDAR under the profile of Superior which can be accessed at Readers are cautioned that the preceding list of assumptions is not exhaustive. Forward-looking information is not a guarantee of future performance. By its very nature, forward-looking information involves numerous assumptions, risks and uncertainties, both general and specific. Should one or more of these risks and uncertainties materialize or should underlying assumptions prove incorrect, as many important factors are beyond Superior s control, Superior's or Superior Plus LP's actual performance and financial results may vary materially from those estimates and intentions contemplated, expressed or implied in the forward-looking information. These risks and uncertainties include: incorrect assessments of value when making acquisitions, increases in debt service charges, the loss of key personnel, fluctuations in foreign currency and exchange rates, inadequate insurance coverage, liability for cash taxes, counterparty risk, compliance with environmental laws and regulations, operational risks involving Superior s facilities, force majeure, labour relations matters and Superior s ability to access external sources of debt and equity capital. These risks, as well as additional risks and uncertainties are described under the heading Risk Factors to Superior in Superior s Q2 MD&A and under the heading Risk Factors in Superior's 2014 Annual Information Form, each of which is available electronically on SEDAR under the profile of Superior which can be accessed at and under the heading Risk Factors in the short form prospectus to be filed with securities regulators in Canada in connection with the proposed offering. Readers are cautioned that the list of factors that may affect future results is not exhaustive. Forward-looking information contained in this presentation is provided for the purpose of providing information about management s goals, plans and range of expectations for the future and may not be appropriate for other purposes. When relying on Superior s forward-looking information to make decisions with respect to Superior, investors and others should carefully consider the factors and other uncertainties and potential events. Any forward-looking information is made as of the date hereof and, except as required by law, Superior does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise. The pro forma information set forth in these materials should not be considered to be what the actual financial position or other results of operations would have necessarily been had the arrangement and related financing activities been completed, as, at, or for the periods stated. 2

3 Presenters LUC DESJARDINS President & CEO DOUG WONNACOTT President & CEO WAYNE BINGHAM Executive VP & CFO ED BECHBERGER President, Specialty Chemicals 3

4 Canexus Acquisition Summary Provides significant value to both Superior and Canexus shareholders Double digit accretive to Adjusted Operating Cash Flow ( AOCF ) per share 1 Transaction value of $932 million 3 implies multiple of 8.5x LTM EBITDA 2, or 6.4x including expected run-rate synergies of $35 million 36.5% premium for Canexus shareholders 3 Aligned with Superior s core strategy of investing in mature businesses that generate strong free cash flow, with solid market positions and attractive future market expansion opportunities Enhances stable and predictable cash flow profile from reduced cost structure Creates a platform for future growth in South America Combination will deliver efficiencies that will benefit customers from the implementation of ERCO technology, best in class operations management and improved logistics Strong strategic fit between operations, culture, employees and management provides an opportunity to optimize collective capabilities Well positioned with attractive deleveraging profile, commitment to financial prudence and capacity to improve investment in equipment and maintenance Demonstrates Superior s disciplined acquisition strategy 1 Includes synergies, excludes one-time costs. 2 EBITDA adjusted for one-time items, and excludes contributions from North American Terminal Operations ( NATO ). 3 Based on the 20-day volume weighted-average-price ( VWAP ) as of October 5,

5 Transaction Overview Transaction Summary Consideration Deal Protections Financing Approvals & Timing Superior to acquire all the issued and outstanding common shares of Canexus Implemented by way of a court approved plan of arrangement Canexus shareholders to receive of a Superior common share for each Canexus common share Represents $1.70 per Canexus common share 1 Premium of 36.5% based on the respective 20-day VWAPs and 47.6% based on the closing prices of Superior and Canexus on the TSX on October 5, 2015 Canexus equity value of $316 million 1 and an enterprise value of $932 million 1 Non-solicitation covenant with 5-day matching right $25 million break fee in certain specified circumstances payable by Canexus Reverse break fee of $25 million in certain specified circumstances payable by Superior All directors and officers have entered into voting support agreements in favour of the transaction Fully committed transaction financing: $650 million bridge facility with permanent financing to be put in place following transaction close, including debt and equity financing Canexus shareholder approval (66 2/3%) at a special meeting expected to be held December 2015 Customary regulatory (including Competition Act), court approvals and third party approvals Expect transaction to close in the first half of Based on the 20-day VWAP as of October 5,

6 Canexus Overview Acquisition of Canexus strengthens and expands Superior s specialty chemicals platform North American Sodium Chlorate Production facilities in Brandon, MB; Beauharnois, QC; and Nanaimo, BC Brandon is the world's largest sodium chlorate plant and located in the lowest cost electricity jurisdiction in North America Production sold to numerous pulp and paper mills, some of whom Canexus has been supplying for over 40 years North American Chloralkali Standalone low-cost production facility in North Vancouver, BC Majority of caustic soda revenue from pulp & paper Chlorine marketed across North America with a focus on water treatment and chlorine derivatives Capability to convert up to 60% of chlorine production into HCI for Oil & Gas, grain and food processing, and steel pickling Significant upside from current operating rates Revenue Mix 1 South American Sodium Chlorate and Chloralkali Two co-located production facilities in Brazil producing sodium chlorate, chlorine, caustic soda, bleach and HCI ~90% of Brazilian sodium chlorate, 100% of caustic soda and 25% of chlorine related products sold to largest pulp producer under long-term sales agreement Fibria is a strong counterparty with U.S. dollar denominated contract Brazilian customers are expected to show strong growth in demand for sodium chlorate and chloralkali products Revenue by Segment LTM 2 S.A. Sodium Chlorate, Chlor-alkali 18% N.A. Sodium Chlorate 45% South America 17% Revenue by $555 mm Geography $555 mm LTM 2 Canada 45% Revenue by Customer Type 2014 Other Distribution 5% Water 7% Treatment 4% Oil & Gas 6% $539 mm Pulp & Paper 78% N.A. Chloralkali 37% U.S. 38% 1 Excluding contributions from NATO. 2 Last twelve months ending June 30,

7 Greater Diversification Across Core Businesses Highly synergistic combination leveraging Superior s expertise in sodium chlorate and chloralkali Greater diversification across Superior s three core business segments Aligned with Superior s core business strategy of investing in assets with solid market positions and future market expansion opportunities Pro forma combined LTM Revenue of $4.1 billion and EBITDA of $388 million South America to grow combined business and provide platform for future growth Revenue by Geography (LTM) 1 EBITDA by Segment (LTM) 1,2 Standalone Pro Forma Standalone Pro Forma Others 3% South America 2% Others 3% Construction Products 13% Energy Services 54% Construction Products 9% Energy Services 40% Canada 35% U.S. 62% Canada 36% U.S. 59% $3.5 bn $4.1 bn $278 mm Canexus 27% $388 mm Specialty Chemicals 33% PF Specialty Chemicals 51% Specialty Chemicals 24% 1 Percentage excludes corporate cost. 2 Excludes synergies. Adjusted for one-time items, excludes contributions from NATO. 7

8 Improved Production Capabilities Significant inorganic manufacturer core in sodium chlorate and chloralkali products #1 producer of sodium chlorate in the world #3 producer of potassium hydroxide in North America #1 producer of sodium chlorite in North America #1 producer of on-purpose hydrochloric acid in North America Top ten producer (#8) of chloralkali products in North America Customers to benefit from low cost manufacturing position in sodium chlorate, strong technology offering and improved logistics capabilities from combined footprint Combination of South American assets with technology and management team to expand in a rapidly growing market Greatly enhanced capabilities to service our customers Significant upside from current operating rates at the North Vancouver chloralkali facility 8

9 Leading Sodium Chlorate Producer Strategic locations minimize costs and maximize profitability Electricity largest variable production cost (~70-90%) Canexus Brandon, MB plant (324 kmt /yr) is the largest in North America and the lowest cost plant in the world due to size and electricity cost Plant capacity additions and locations will allow ERCO to optimize its distribution strategy and operate at an overall lower freight cost Combination with Canexus will lower the cost profile of our chemicals segment as a result of operating efficiencies and the addition of Canexus Brandon facility Pulp markets with high utilization rates, in particular for softwood, drive need for sodium chlorate Demand and pricing outlook in North America driven by pulp market dynamics Sodium chlorate is an inorganic specialty chemical used primarily (>95%) by the pulp and paper industry Lowest cost and strategically positioned operations 9

10 Benefits to Customers Enhances the combined company s ability to serve customers with technologies and services Allows for better optimization of plants and improved logistics resulting in consistent, reliable delivery of products Allows the combined company to operate more efficiently with less overhead Highly complementary - combines the technical strengths of both companies Combined company provides enhanced counterparty credit for existing Canexus customers 10

11 Commitment to Financial Prudence Transaction financing fully committed New bridge facility of $650 million Permanent take-out financing post closing may consist of a revised bank facility, longterm corporate debt and convertible debt No change in long-term financial policy 4.2x Total Debt / pro forma EBITDA at closing 2 Committed to return within a range of 3.0x 3.5x within 18 to 24 months Strong cash flow generation Strong credit profile maintained Preserves access to capital markets at attractive terms Financial flexibility maintained Financing Structure Sources New bridge facility $650 Superior share issuance 316 Total $966 Superior Credit Profile Standalone 1 Pro Forma 2 Total Debt $1.0 bn $1.6 bn Total Debt / EBITDA 3.5x 4.2x 1 As of Q At closing of the transaction, assumes additional equity financing. 11

12 Attractive Financial Metrics Attractive pro forma financial metrics LTM revenue of $4.1 billion and EBITDA of $388 million 1,2 Run-rate synergies of $35 million phased in 3 : Year 1: $20 million Year 2: $25 million Year 3: $35 million Double digit accretive to AOCF per share including synergies 3 Superior Standalone LTM Canexus Standalone LTM 1,2 Pro Forma LTM 1,2 Revenue ($ mm) $3,549 $555 $4,104 EBITDA ($ mm) $278 $110 $388 EBITDA Margin % 7.8% 19.8% 9.5% AOCF ($mm) $227 $78 $305 Maint. capex and capital leases $61 $25 $86 Cash flow after maint. capex and leases $166 $53 $219 Improved consolidated EBITDA margin from increased contribution from higher margin Specialty Chemicals division Enhanced payout ratio Immediately Accretive to AOCF per Share 1 Excludes synergies. 2 Adjusted for one-time items, excludes contributions from NATO. 3 Excludes one-time costs. 12

13 Timetable / Key Approvals Timetable Approvals Posting of Documentation Plan of arrangement information circular Estimated posting 2-3 weeks post announcement Canadian court approval in relation to the plan of arrangement Canada Competition Act Shareholder Votes Canexus special meeting of shareholders Toronto Stock Exchange U.S. Hart-Scott-Rodino Antitrust Improvements Act Approvals Process to commence immediately following announcement Shareholder Canexus shareholder approval Timing Expected to close in the first half of

14 Business Update Energy Services Energy Services EBITDA Committed to completion of Destination 2015 objectives $134 $136 $138 $163 Continued focus on customers and operating efficiencies Construction Products Distribution U.S. residential, commercial and industrial activity continues to improve Continued focus on margin improvement through procurement and pricing initiatives IT System Integration Project Construction Products Distribution EBITDA $33 $35 $24 $

15 Takeaways Compelling strategic acquisition aligned with Superior s core strategy Leverages Superior s existing platform and expertise Benefits our combined customers Enhances Superior s ability to compete with other specialty chemicals suppliers in North America and South America Significant expected cost synergies Double digit accretive to AOCF per share 1 Attractive deleveraging profile with commitment to financial prudence Superior well positioned for 2016 and beyond 1 Including synergies, excludes one-time costs. 15

16 Appendix

17 Increased Scale in Specialty Chemicals North Vancouver, BC Nanaimo, BC Americas Combined Footprint Brandon, MB Espirito, Brazil Superior facility locations Beauhamois, QC Asia Pacific Canexus facility locations Sodium chlorate (kmt) ECU capacity (kmecu) Hydrochloric acid (kwmt) Meaningful Increase in Capacity 514 Current 154 Current % 964 Pro forma 166% 410 Pro forma 143% 875 Current Pro forma 272% Caustic soda (kdmt) Current Pro forma Potassium hydroxide (kdmt) Current Pro forma Sodium chlorite (kdmt) Current Pro forma Source: Company disclosure 17

18 Non GAAP Measures Superior has used the following terms that are not defined by GAAP, but are used by management to evaluate performance of Superior and its business. Since Non-GAAP financial measures do not have standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies, securities regulations require that Non-GAAP financial measures are clearly defined, qualified and reconciled to their nearest GAAP financial measures. Except as otherwise indicated, these Non-GAAP financial measures are calculated and disclosed on a consistent basis from period to period. Specific adjusting items may only be relevant in certain periods. The intent of Non-GAAP financial measures is to provide additional useful information to investors and analysts and the measures do not have any standardized meaning under IFRS. The measures should not, therefore, be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate Non-GAAP financial measures differently. Investors should be cautioned that EBITDA and AOCF should not be construed as alternatives to net earnings, cash flow from operating activities or other measures of financial results determined in accordance with GAAP as an indicator of Superior s performance. EBITDA EBITDA represents earnings before interest, taxes, depreciation, amortization, finance expense and other non-cash expenses, and is used by Superior to assess its consolidated results and the results of its operating divisions. EBITDA of Superior LP's operating businesses may be referred to as EBITDA from operations. Adjusted Operating Cash Flow Adjusted operating cash flow is equal to cash flow from operating activities as defined by IFRS, adjusted for changes in non-cash working capital, other expenses, non-cash interest expense, current income taxes and finance costs. Superior may deduct or include additional items to its calculation of adjusted operating cash flow; these items would generally, but not necessarily, be items of a non-recurring nature. Adjusted operating cash flow is the main performance measure used by management of Superior and investors to evaluate the performance of Superior. Adjusted operating cash flow represents cash flow generated by Superior that is available for, but not necessarily limited to, changes in working capital requirements, investing activities and financing activities of Superior. The seasonality of Superior's individual quarterly results must be assessed in the context of annualized adjusted operating cash flow. Adjustments recorded by Superior as part of its calculation of adjusted operating cash flow include, but are not limited to, the impact of the seasonality of Superior LP's businesses, principally Superior Propane and U.S. refined fuels, by adjusting for non-cash working capital items, thereby eliminating the impact of the timing between the recognition and collection/payment of Superior LP's revenues and expense, which can differ significantly from quarter to quarter. Adjustments are also made to reclassify the cash flows related to natural gas and electricity customer acquisition costs in a manner consistent with the income statement recognition of these costs. 18

19 Superior Plus EBITDA Reconciliation LTM Q Q FY Q Q Net Earnings $32.0 $40.9 ($9.8) $56.9 $5.9 $50.1 Add: D&A included in SD&A D&A included in Cost of Sales Customer Contract - Related Losses (1.3) (0.3) (0.4) (1.3) (0.3) (0.4) Losses on Disposal of Assets 1.3 (0.3) 0.5 (2.7) (3.8) - Finance Expense Unrealized (Gains) Losses on Derivative Financial Instruments 58.1 (47.2) (5.5) 4.1 Restructuring Costs Income Tax Expense (Recovery) 16.5 (3.2) Other Corporate Cost EBITDA $278.0 $35.0 $110.2 $288.4 $44.6 $111.0 Deduct: Interest Expense (48.9) (11.1) (14.3) (48.0) (11.6) (12.9) Cash Income Tax Expense (2.1) (0.6) (0.7) (1.7) (0.5) (0.4) Adjusted Operating Cash Flow Before Restructuring Costs Deduct: Restructuring Costs (0.2) - - (11.3) (9.3) (1.8) Adjusted Operating Cash Flow $226.8 $23.3 $95.2 $227.4 $23.2 $95.9 Deduct: Maintenance Capex (43.1) (5.1) (9.2) (49.1) (14.0) (6.3) Capital Leases (17.5) (9.6) (0.6) (13.8) (5.6) (0.9) Cash Flow after Maintenance Capex and Capital Leases $166.2 $8.6 $85.4 $164.5 $3.6 $ Sales, distribution & administrative cost. 19

20 Canexus EBITDA Reconciliation LTM Q Q FY Q Q Net Earnings ($408.3) ($148.8) ($5.9) ($249.4) $11.4 ($7.3) Add: Loss from Discontinued Operations Interest Expense Provision for (Recovery of) Income Taxes (135.3) (55.6) 1.3 (76.8) Impairment Depreciation & Amortization EBITDA $73.9 $32.3 $21.6 $67.0 $36.2 $10.9 Add: Finance Expense (Income) excl. Interest Expense 19.8 (5.3) (7.2) 12.2 Other Expense (Income) (2.0) (0.3) Share-based Compensation Expense (Recovery) (0.4) (0.6) Cash Operating Profit $102.7 $27.6 $29.4 $95.3 $27.4 $22.2 Add: Benefit from Acid Contract Settlement (2.0) - - (5.0) (3.0) - Severance Office Closure Cost (0.1) Inventory Write-off Litigation Cost Other One-time Costs Adj. EBITDA $109.9 $30.1 $32.4 $98.0 $24.7 $25.9 Deduct: Interest Expense (27.7) (8.3) (7.4) (20.0) (6.1) (2.0) Provision for (Recovery of) Income Tax (4.3) (2.0) (1.7) (3.1) (0.7) (1.9) Adjusted Operating Cash Flow $78.0 $19.8 $23.3 $74.8 $17.9 $22.0 Deduct: Maintenance Capex 1 (25.2) (7.6) (4.6) (22.4) (5.2) (4.3) Cash Flow after Maintenance Capex and Capital Leases $52.8 $12.2 $18.7 $52.4 $12.7 $ Excludes NATO maintenance capex. 20

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