WSP WSP Global Inc

WSP Global Inc. (TSX: WSP) (“WSP” or the “Corporation”) announced today that it has priced an offering (the “Offering”) of $525 million aggregate principal amount of 4.12% senior unsecured notes due September 12, 2029 (the “2029 Notes”) and $475 million aggregate principal amount of 4.754% senior unsecured notes due September 12, 2034 (the “2034 Notes”, and together with the 2029 Notes, the “Notes”).

The Notes are being offered through an agency syndicate consisting of CIBC Capital Markets, National Bank Financial Markets and RBC Capital Markets, as joint bookrunners and co-lead private placement agents, and including BMO Nesbitt Burns Inc., BNP Paribas (Canada) Securities Inc., Scotia Capital Inc., TD Securities Inc., Desjardins Securities Inc., J.P. Morgan Securities Canada Inc., Citigroup Global Markets Canada Inc. and Laurentian Bank Securities Inc., as co-managers. The Offering is expected to close on or about September 12, 2024, subject to customary closing conditions.

The Notes will be issued for aggregate gross proceeds of $1 billion. The 2029 Notes will bear interest at a fixed rate of 4.12% per annum, and the 2034 Notes will bear interest at a fixed rate of 4.754% per annum, in each case payable semi annually until maturity on the 12th day of March and September of each year beginning on March 12, 2025.

The Corporation intends to use the net proceeds from the Offering (i) to fund in part the purchase price payable in respect of its previously announced acquisition (the “Acquisition”) of Power Engineers, Incorporated (“POWER”), and accordingly reduce amounts to be advanced at the closing of the Acquisition under the term loan commitments made available to the Corporation pursuant to a debt commitment letter dated August 12, 2024 by and among the Corporation and Canadian Imperial Bank of Commerce, as sole arranger and sole bookrunner, and for other general corporate purposes, or (ii) in the event that the Acquisition does not close for any reason, for the repayment of existing indebtedness of the Corporation and for other general corporate purposes. The Acquisition is expected to be completed in the early fourth quarter of 2024, subject to customary closing conditions including receipt of regulatory approval in the U.S.

The Notes will be direct, senior unsecured obligations of WSP, will rank pari passu with all of the existing and future senior unsecured indebtedness of WSP, and will be issued pursuant to the Trust Indenture dated April 19, 2021, as supplemented by a third supplemental indenture in respect of the 2029 Notes and a fourth supplemental indenture in respect of the 2034 Notes, both to be dated the date of closing of the Offering. The Notes have been assigned a provisional rating of BBB (high), with a stable trend, by DBRS Limited, and are being offered in Canada on a private placement basis in reliance upon exemptions from the prospectus requirements under applicable securities legislation. See “Forward-Looking Statements”.

The Notes 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 Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Notes 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 press 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 Notes in any jurisdiction where it is unlawful to do so.

FORWARD-LOOKING STATEMENTSIn addition to disclosure of historical information, WSP may make or provide statements or information in this press release that are not based on historical or current facts and which are considered to be forward-looking information or forward-looking statements (collectively, “forward-looking statements”) under Canadian securities laws. These forward-looking statements relate to future events or future performance and reflect the expectations of management of WSP (“Management”) regarding, without limitation, the growth, results of operations, performance and business prospects and opportunities of WSP or the trends affecting its industry.

This press release may contain “forward-looking statements” within the meaning of applicable Canadian securities legislation, including about the timing and completion of the proposed Offering, the pending Acquisition by WSP of POWER, the expected use of proceeds of the Offering, the expected timing for the closing of the Acquisition, the new fully-committed term loans to be made available to the Corporation in connection with the Acquisition, and other statements that are not historical facts. Forward-looking statements can typically be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “forecast”, “project”, “intend”, “target”, “potential”, “continue” or the negative of these terms or terminology of a similar nature. Such forward-looking statements reflect current beliefs of Management and are based on certain factors and assumptions, which by their nature are subject to inherent risks and uncertainties. Although the Corporation believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements since no assurance can be given that they will prove to be correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. These risks and uncertainties are discussed in the “Risk Factors” section of WSP’s Management and Discussion Analysis for the financial year ended December 31, 2023, and WSP’s Management’s Discussion and Analysis for the second quarter and six-month period ended June 29, 2024 and filed on SEDAR+ at www.sedarplus.ca, as well as other risks detailed from time to time in reports filed by the Corporation with securities regulators or securities commissions or other documents that the Corporation makes public, which may cause events or results to differ materially from the results expressed or implied in any forward-looking statement.

The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. The forward-looking information contained herein is made as of the date of this press release, and the Corporation undertakes no obligation to publicly update such forward-looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws.

ABOUT WSPAs one of the largest professional services firms in the world, WSP exists to future-proof our cities and our environment. It provides strategic advisory, engineering, and design services to clients seeking sustainable solutions in the transportation, infrastructure, environment, building, energy, water, and mining sectors. Its 69,300 trusted professionals are united by the common purpose of creating positive, long-lasting impacts on the communities it serves through a culture of innovation, integrity, and inclusion. In 2023, WSP reported $14.4 B (CAD) in revenue. The Corporation’s shares are listed on the Toronto Stock Exchange (TSX: WSP).

NOT FOR RELEASE OVER US NEWSWIRE SERVICES OR DISSEMINATION IN THE US

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:

Alain MichaudChief Financial OfficerWSP Global Inc.alain.michaud@wsp.com Phone: 438-843-7317