CP Ships Limited reached agreement with initial purchasers to issue $175 million of 4% convertible senior subordinated notes due 2024. CP Ships has also offered the initial purchasers the option to buy up to an additional $25 million aggregate principal amount of notes exercisable within 30 days from Feb. 19, 2004.
The notes will be convertible into CP Ships’ common shares under certain specified conditions. CP Ships may call the notes for cash at any time after July 3, 2009. Holders of notes may put the notes to CP Ships in exchange for cash on June 30, 2009, June 30, 2014 and June 30, 2019.
The notes will be convertible into CP Ships’ common shares at an initial conversion price of approximately $25.22 per share, a premium of 35% above the closing price of CP Ships' common shares on the New York Stock Exchange
on February 18, 2004.
CP Ships intends
to use the net proceeds of the offering to reduce borrowings under two secured revolving credit facilities which may, subject to availability under such facilities, subsequently be redrawn for general corporate purposes.
The notes are only being offered to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States, or to or for the benefit of U.S. persons, absent registration or an applicable exemption from registration requirements. This press release is being issued in accordance with Rule 135c under the Securities Act. The notes have not been qualified by a prospectus filed in Canada, and are only being offered in certain provinces in Canada pursuant to an exemption from the requirement to file a prospectus in the province in which such offer is made.