Company Announcements

SNC-Lavalin announces private offering of $300 million of unsecured debentures

MONTREAL , Nov. 22, 2022 /CNW Telbec/ - SNC-Lavalin Group Inc. (TSX: SNC) a fully integrated professional services and project management company with offices around the world, announced today that it has priced an offering of $300 million aggregate principal amount of 7.0% Series 7 unsecured debentures due June 12, 2026. The Series 7 Debentures are being offered through a syndicate of agents led by BMO Capital Markets, CIBC Capital Markets, National Bank Financial Markets, and Scotia Capital Inc. as joint bookrunners, and which also includes RBC Dominion Securities Inc., TD Securities Inc., BNP Paribas (Canada) Securities Inc., HSBC Securities (Canada) Inc., BofA Securities, SMBC Nikko, Citigroup Global Markets Canada Inc., and Desjardins Securities Inc. The Series 7 Debentures will be issued at par and closing is expected to occur on or about December 12, 2022, subject to customary closing conditions. SNC-Lavalin intends to use the net proceeds of the offering to repay existing indebtedness and for general corporate purposes.

The Series 7 Debentures will bear interest at a fixed annual rate of 7.0%, payable in equal semi-annual instalments, in arrears, on June 12 and December 12 of each year until maturity, commencing on June 12, 2023.

The Series 7 Debentures will be direct unsecured obligations of SNC-Lavalin, will rank pari passu with all other unsecured and unsubordinated indebtedness of SNC-Lavalin (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 SNC-Lavalin's obligations under its existing main credit agreement and its other outstanding debentures.

The Series 7 Debentures have been assigned a provisional rating of BB (high), with a stable trend by DBRS Limited (DBRS) and BB+ by Standard & Poor's (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 7 Debentures will be subject to a restricted period of four months and one day from the day of issuance in accordance with applicable securities laws.

The Series 7 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 7 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 7 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 7 Debentures in any jurisdiction where it is unlawful to do so.

About SNC-Lavalin

Founded in 1911, SNC-Lavalin is a fully integrated professional services and project management company with offices around the world dedicated to engineering a better future for our planet and its people. We create sustainable solutions that connect people, technology and data to design, deliver and operate the most complex projects. 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 – and delivered to clients in key strategic sectors such as Engineering Services, Nuclear, Operations & Maintenance and Capital. News and information are available at or follow us on LinkedIn and Twitter .

Forward-looking Statements

Reference in this press release, and hereafter, to the "Company" or to "SNC-Lavalin" means, as the context may require, SNC-Lavalin Group Inc. and all or some of its subsidiaries or joint arrangements, or SNC-Lavalin Group Inc. or one or more of its subsidiaries or joint arrangements. Statements made in this press release that describe the Company's or management's budgets, estimates, expectations, forecasts, objectives, predictions, projections of the future or strategies may be "forward-looking statements", which can be identified by the use of the conditional or forward-looking terminology such as "aims", "anticipates", "assumes", "believes", "cost savings", "estimates", "expects", "goal", "intends", "may", "plans", "projects", "should", "synergies", "target", "vision", "will", 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 7 Debentures and the intended timing and use of proceeds thereof, and with respect to the credit ratings assigned to the Series 7 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 2021 Annual MD&A (particularly in the sections entitled "Critical Accounting Judgments and Key Sources of Estimation Uncertainty" and "How We Analyze and Report our Results") and as updated in the first, second and third quarter 2022 MD&A each filed with the securities regulatory authorities in Canada, available on SEDAR at and on the Company's website at 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 2021 Annual MD&A (particularly in the sections entitled "Risk and Un certainties") and as updated in the first, second and third quarter 2022 MD&A and are not exhaustive. The forward-looking statements contained in this news release are expressly qualified in their entirety by the foregoing cautionary statements. 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.