Montreal, November 19, 2010 –TransForce Inc. (TSX: TFI) announced today that it has completed its previously-announced bought-deal public offering by issuing 6% convertible unsecured subordinated debentures in an aggregate principal amount of $143.75 million. The convertible debentures have been approved for listing on the Toronto Stock Exchange and will commence trading today under the symbol "TFI.DB".
The convertible debentures were sold to a syndicate of underwriters co-led by National Bank Financial Inc. and RBC Dominion Securities Inc., acting as joint book-runners, and including BMO Capital Markets, CIBC World Markets Inc., Desjardins Securities Inc., Scotia Capital Inc. and Cormark Securities Inc. The $143.75 million aggregate principal amount of convertible debentures sold today included $18.75 million of convertible debentures issued by TransForce upon the exercise in full by the underwriters of an over-allotment option, solely to cover over-allotments purposes.
TransForce intends to use the net proceeds of the offering for general corporate purposes, to support its program of strategic acquisitions and to reduce indebtedness.
The convertible debentures bear interest at a rate of 6% per annum, payable semi-annually on May 31 and November 30 each year, commencing on May 31, 2011. The convertible debentures are convertible at the holder's option into TransForce common shares at a conversion price of $19.05 per share, representing a conversion rate of 52.4934 TransForce shares per $1,000 principal amount of convertible debentures. The convertible debentures will mature on November 30, 2015 and may be redeemed by TransForce, in certain circumstances, after November 30, 2013.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The convertible debentures offered, and the common shares issuable upon the conversion or redemption of the convertible debentures, have not been and will not be registered under the U.S. Securities Act of 1933 or state securities laws. Accordingly, the convertible debentures may not be offered or sold to U.S. persons except pursuant to applicable
exemptions from registration.