Mullen Group Ltd. Announces Closing of Private Placement Notes Offering and Updated Bank Credit Facilities

/EIN News/ -- OKOTOKS, Alberta, July 10, 2024 (GLOBE NEWSWIRE) -- (TSX: MTL) Mullen Group Ltd. (“Mullen Group”, “We”, “Our” and/or the “Corporation”) announces that it has closed its previously announced private placement (the “Offering”) of approximately CAD$400.0 million aggregate principal amount senior secured notes due July 10, 2034 (the “Notes”).

The Notes consist of an aggregate principal amount of US$75.0 million with a yield of 6.50% per annum and CAD$300.0 million with a yield of 5.93% per annum. The Notes are guaranteed by Mullen Group’s subsidiaries, MT Investments Inc. and MGL Holding Co. Ltd. (each, a “Guarantor”) and secured by a first ranking charge over all present and after-acquired property of the Corporation and each Guarantor (the “Security”). Mullen Group intends to use the net proceeds from the Offering to repay its existing private placement debt maturing in October 2024 and for general corporate purposes.

The Notes have been offered only in a private placement to institutional accredited investors in reliance on Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been registered under the Securities Act, Canadian securities laws or the securities laws of any other jurisdiction, and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. Person, absent registration or an applicable exemption from registration requirements. Mullen Group is under no obligation, and has no intention to, register the Notes under the Securities Act, Canadian securities laws or the securities laws of any other jurisdiction in the future. The Notes have not been and will not be qualified for distribution to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the securities in Canada will be made on a basis which is exempt from the prospectus and dealer registration requirements of such securities laws. The Notes have been offered in Canada on a private placement basis only to “accredited investors”.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes. This press release also does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction, or an exemption is available from such registration or qualification.

Bank Credit Facilities

In conjunction with the closing of the Offering, the Corporation entered into amended and restated credit facilities with its lenders (“Amended Bank Credit Facilities”) and entered into a new $125.0 million credit agreement with The Toronto-Dominion Bank (the “TD Credit Facility”, and together with the Amended Bank Credit Facilities, the “Bank Credit Facilities”). The Bank Credit Facilities provide revolving demand credit and upsizes the borrowing capacity to the Corporation to an aggregate $525.0 million, including increasing its borrowing capacity with Canadian Imperial Bank of Commerce from $100.0 million to $125.0 million. All material terms in the Amended Bank Credit Facilities are substantially similar to the terms under the prior existing credit facilities and to each other (see press release dated January 8, 2024). The Bank Credit Facilities rank pari passu with the Notes and are secured by the Security.

About Mullen Group Ltd.

Mullen Group is one of Canada’s largest logistics providers. Our network of independently operated businesses provide a wide range of service offerings including less-than-truckload, truckload, warehousing, logistics, transload, oversized, third-party logistics and specialized hauling transportation. In addition, we provide a diverse set of specialized services related to the energy, mining, forestry and construction industries in western Canada, including water management, fluid hauling and environmental reclamation. The corporate office provides the capital and financial expertise, legal support, technology and systems support, shared services and strategic planning to its independent businesses.

Mullen Group is a publicly traded corporation listed on the Toronto Stock Exchange under the symbol “MTL”. Additional information is available on our website at www.mullen-group.com or on the Corporation’s issuer profile on SEDAR+ at www.sedarplus.ca.

Contact Information

Mr. Murray K. Mullen - Chair, Senior Executive Officer and President
Mr. Richard J. Maloney - Senior Operating Officer
Mr. Carson P. Urlacher - Senior Financial Officer
Ms. Joanna K. Scott - Senior Corporate Officer

121A - 31 Southridge Drive
Okotoks, Alberta, Canada T1S 2N3
Telephone: 403-995-5200
Fax: 403-995-5296

Disclaimer

Mullen Group may make statements in this news release that reflect its current beliefs and assumptions and are based on information currently available to it and contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. This news release may contain forward-looking statements that are subject to risk factors associated with the overall economy and the oil and natural gas business. These forward-looking statements relate to future events and Mullen Group’s future performance. All forward looking statements and information contained herein that are not clearly historical in nature constitute forward-looking statements, and the words “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “propose”, “predict”, “potential”, “continue”, “aim”, or the negative of these terms or other comparable terminology are generally intended to identify forward-looking statements. Such forward-looking statements represent Mullen Group’s internal projections, estimates, expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Mullen Group believes that the expectations reflected in these forward-looking statements are reasonable; however, undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. In particular, forward-looking statements include but are not limited to the following: the terms and timing of the Notes Offering and the use of proceeds of the Notes Offering. These forward-looking statements are based on certain assumptions and analyses made by Mullen Group in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. These assumptions include but are not limited to the following: (i) that the Notes Offering will close as expected. For further information on any strategic, financial, operational and other outlook on Mullen Group’s business please refer to Mullen Group’s Management’s Discussion and Analysis available for viewing on Mullen Group’s issuer profile on SEDAR+ at www.sedarplus.ca. Additional information on risks that could affect the operations or financial results of Mullen Group may be found under the heading “Principal Risks and Uncertainties” starting on page 50 of the 2023 Annual Financial Review as well as in reports on file with applicable securities regulatory authorities and may be accessed through Mullen Group’s issuer profile on the SEDAR+ website at www.sedarplus.ca. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained herein is made as of the date of this news release and Mullen Group disclaims any intent or obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable Canadian securities laws. Mullen Group relies on litigation protection for forward-looking statements.