TFI International Announces Upsizing and Pricing of Public Offering

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MONTREAL, Aug. 12, 2020 (GLOBE NEWSWIRE) -- TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, today announced the pricing of its previously-announced marketed offering in the United States and Canada and that the size of the offering has been increased to 4,400,000 common shares. TFI International will issue the shares at a price of US $43.25 per share, the equivalent of CAD $57.32 per share based on today’s Bank of Canada exchange rate, for gross proceeds of US $190,300,000. The offering is expected to close on August 17, 2020, subject to customary closing conditions.

The public offering is being conducted through a syndicate of underwriters led by Morgan Stanley, BofA Securities, Credit Suisse, Goldman Sachs & Co. LLC and J.P. Morgan, as joint lead book-running managers, with RBC Capital Markets and UBS Investment Bank as joint-bookrunners and Cowen, National Bank of Canada Financial Inc., Stephens Inc., Stifel and Wolfe Capital Markets and Advisory as co-managers.

TFI International expects to use the net proceeds from the offering for working capital and to reduce the amount outstanding under one of its credit facilities, thereby increasing the amount available under the credit facility for future use by TFI International. TFI International may use the credit facility in the future for general corporate purposes, including acquisitions.

TFI International has also granted the underwriters an option to purchase up to an additional 660,000 common shares, representing 15% of the number of common shares to be sold pursuant to the public offering, solely to cover the underwriters’ over-allocation position, if any, and for market stabilization purposes. The option is exercisable by the underwriters for a period of 30 days following the closing of the offering.

In connection with the public offering, TFI International has filed a preliminary prospectus supplement and will file a final prospectus supplement to its amended and restated short form base shelf prospectus dated August 11, 2020. The preliminary prospectus supplement was filed, and the final prospectus supplement will be filed, with the securities regulatory authorities in each of the provinces of Canada as well as with the U.S. Securities and Exchange Commission (SEC) as part of a registration statement on Form F-10, as it may be amended from time to time, under the U.S.-Canada multijurisdictional disclosure system (MJDS).

The public offering is being made in Canada only by means of the amended and restated base shelf prospectus and prospectus supplement and in the United States only by means of the registration statement, including the amended and restated base shelf prospectus and prospectus supplement. Such documents contain important information about the offering. A copy of the prospectus supplement will be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and a copy of the registration statement is available on EDGAR at www.sec.gov. Copies of the prospectus supplements and the registration statement may also be obtained from any of the following sources: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attention: Prospectus Department, email: dg.prospectus_requests@bofa.com; Credit Suisse Securities (USA) LLC, By mail: Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560, United States, By phone: 1-800-221-1037, By e-mail: usa.prospectus@credit-suisse.com; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, telephone: (866) 471-2526, facsimile: (212) 902-9316, email: prospectus-ny@ny.email.gs.com; and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (866) 803-9204, email: prospectus-eq_fi@jpmchase.com.