AtkinsRealis announces private offering of $400 million of unsecured debentures

MONTREAL, March 26, 2024 /CNW/ - AtkinsRealis [SNC-Lavalin Group Inc.] (TSX: ATRL), a fully integrated professional services and project management company with offices around the world, announced today that it has priced an offering of $400 million aggregate principal amount of 5.70% Series 8 unsecured debentures due March 26, 2029 (the Series 8 Debentures). The Series 8 Debentures are being offered through a syndicate of agents led by BMO Capital Markets, CIBC Capital Markets, National Bank Financial Markets, and Scotiabank as joint bookrunners, and which also includes RBC Dominion Securities Inc., TD Securities Inc., BNP Paribas (Canada) Securities Inc., BofA Securities, SMBC Nikko and Desjardins Securities Inc. The Series 8 Debentures will be issued at par and closing is expected to occur on or about March 28, 2024, subject to customary closing conditions. AtkinsRealis intends to use the net proceeds of the offering to repay existing indebtedness and for general corporate purposes.

The Series 8 Debentures will bear interest at a fixed annual rate of 5.70%, payable in equal semi-annual instalments, in arrears, on March 26 and September 26 of each year until maturity, commencing on September 26, 2024.

The Series 8 Debentures will be direct unsecured obligations of AtkinsRealis, will rank pari passu with all other unsecured and unsubordinated indebtedness of AtkinsRealis (including all of its other existing debentures as well as indebtedness under its existing main credit agreement) and will be guaranteed by the same subsidiaries that guarantee AtkinsRealis' obligations under its existing main credit agreement and its other outstanding debentures.

On March 18, 2024, DBRS Limited (Morningstar DBRS) changed the trend on AtkinsRealis to positive from stable and on March 20, 2024, Standard & Poor's (S&P) revised the outlook on the Company to positive from negative. The Series 8 Debentures have been assigned a provisional rating of BB (high), with a positive trend by Morningstar DBRS and BB+ by S&P and they are being offered in each of the Provinces of Canada on a private placement basis in reliance upon exemptions from the prospectus requirements under applicable securities legislation. The Series 8 Debentures will be subject to a restricted period ending four months and one day from the day of issuance in accordance with applicable securities laws.

The Series 8 Debentures have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the Series 8 Debentures in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. No securities regulatory authority has either approved or disapproved of the contents of this news release. The Series 8 Debentures have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under, or an applicable exemption from the registration requirements of, the U.S. Securities Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer to sell or a solicitation of an offer to buy the Series 8 Debentures in any jurisdiction where it is unlawful to do so.

About AtkinsRealis

Created by the integration of long-standing organizations dating back to 1911, AtkinsRealis is a world-leading professional services and project management company dedicated to engineering a better future for our planet and its people. We create sustainable solutions that connect people, data and technology to transform the world's infrastructure and energy systems. We deploy global capabilities locally to our clients and deliver unique end-to-end services across the whole life cycle of an asset including consulting, advisory & environmental services, intelligent networks & cybersecurity, design & engineering, procurement, project & construction management, operations & maintenance, decommissioning and capital. The breadth and depth of our capabilities are delivered to clients in strategic sectors such as Engineering Services in key regions (Canada, the United States, the United Kingdom, as well as Asia, the Middle East and Australia), Nuclear and Capital. News and information are available at www.atkinsrealis.com or follow us on LinkedIn.

Forward-looking Statements

Reference in this press release to the "Company" or to "AtkinsRealis" means, as the context may require, SNC-Lavalin Group Inc. or all or some of its subsidiaries or joint arrangements or associates. Statements made in this press release that describe the Company's or management's expectations or strategies constitute "forward-looking statements", which can be identified by the use of the conditional or forward-looking terminology such as "expects", "forecasts", "intends", "may", "objective", "plans", "projects", "should", "will", "likely", or the negative thereof or other variations thereon. Forward-looking statements also include any other statements that do not refer to historical facts. Specific forward-looking statements in this news release, include, but are not limited to, statements with respect to the offering of Series 8 Debentures and the intended timing and use of proceeds thereof, and with respect to the credit ratings assigned to the Series 8 Debentures. All such forward-looking statements are made pursuant to the "safe-harbour" provisions of applicable Canadian securities laws. The Company cautions that, by their nature, forward-looking statements involve risks and uncertainties, and that its actual actions and/or results could differ materially from those expressed or implied in such forward-looking statements, or could affect the extent to which a particular projection materializes. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of the Company's current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of the Company's business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements made in this press release are based on a number of assumptions believed by the Company to be reasonable as at the date hereof. The assumptions are set out throughout the Company's 2023 annual management's disclosure & analysis ("MD&A") (particularly in the sections entitled "Critical Accounting Judgments and Key Sources of Estimation Uncertainty" and "How We Analyze and Report our Results") filed with the securities regulatory authorities in Canada, available on SEDAR+ at www.sedarplus.ca and on the Company's website at www.atkinsrealis.com under the "Investors" section. If these assumptions are inaccurate, the Company's actual results could differ materially from those expressed or implied in such forward-looking statements. In addition, important risk factors could cause the Company's assumptions and estimates to be inaccurate and actual results or events to differ materially from those expressed in or implied by these forward-looking statements. Those risks are identified in the Company's MD&A (particularly in the sections entitled "Risk and Uncertainties") and are not exhaustive. The forward-looking statements herein reflect the Company's expectations as at the date of this press release and are subject to change after this date. The Company does not undertake to update publicly or to revise any such forward-looking statements whether as a result of new information, future events or otherwise, unless required by applicable legislation or regulation.

SOURCE AtkinsRealis

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