North American Construction Group Ltd. Announces Closing of Additional $125 Million Senior Unsecured Notes

Rhea-AI Summary

North American Construction Group (TSX: NOA / NYSE: NOA) closed an additional private placement of $125 million aggregate principal amount of 7.75% Senior Unsecured Notes due May 1, 2030 on Oct 22, 2025.

Combined with the May 1, 2025 issuance, there is now $350 million aggregate principal amount of Notes outstanding. The new Notes have identical terms to the Initial Notes (except issuance date/price/interest accrual) and will be fungible with that series after the statutory hold period. Proceeds will be used to repay indebtedness under the company's Credit Agreement and for general corporate purposes. The Offering was underwritten by a syndicate of Canadian dealers and was offered in Canada by prospectus exemptions and in the U.S. only to qualified institutional buyers under Rule 144A.

Positive

• Additional capital raised of $125 million
• Total notes outstanding increased to $350 million
• Proceeds allocated to repay Credit Agreement indebtedness

Negative

• Fixed coupon of 7.75% through maturity on May 1, 2030
• Notes are unsecured, exposing creditors to unsecured claim status
• U.S. resale limited to QIBs under Rule 144A, restricting liquidity

Insights

Credit Markets Analyst

Issuance increases NACG’s senior unsecured notes to $350 million; proceeds will repay the credit agreement and fund general corporate needs.

North American Construction Group Ltd. completed a private placement of an additional $125 million of 7.75% senior unsecured notes due May 1, 2030, bringing total outstanding in the series to $350 million. The new notes carry the same terms and will be fungible with the Initial Notes after the statutory hold period. The offering was placed privately in Canada and to qualified institutional buyers in the United States under Rule 144A and offshore under Regulation S.

The company states it will use proceeds to repay indebtedness under its existing Credit Agreement and for general corporate purposes. That fact ties the transaction directly to balance-sheet refinancing rather than to new capital-intensive projects. Key dependencies include the successful fungibility after the hold period and the company’s ability to service the stated 7.75% coupon on the combined $350 million principal.

Watch for near-term items: confirmation of the repayment of the Credit Agreement (timing and amount), any changes to covenant packages after refinancing, and interest cash outflows through May 1, 2030. Expect these items to clarify the transaction’s effect on leverage and liquidity within the next reporting cycle.

ACHESON, Alberta, Oct. 22, 2025 (GLOBE NEWSWIRE) -- North American Construction Group Ltd. (“NACG”) (TSX: NOA / NYSE: NOA) announced today that it has successfully closed its previously announced private placement offering (the “Offering”) of an additional $125 million aggregate principal amount of its 7.75% Senior Unsecured Notes due May 1, 2030 (the “Notes”), representing an additional issuance to the $225 million aggregate principal amount of 7.75% Senior Unsecured Notes issued on May 1, 2025 (the “Initial Notes”). Following the closing of the Offering, there is a $350 million aggregate principal amount of Initial Notes and Notes outstanding. The Notes have identical terms (except for their issuance date, issuance price, and initial interest accrual date) and are fungible (following the expiry of the applicable statutory hold period) with and are part of the same series as the Initial Notes.

As previously stated, NACG will utilize the proceeds of the Offering to repay indebtedness under its existing Credit Agreement, and for general corporate purposes.

The Offering was underwritten by National Bank Capital Markets, ATB Securities Inc., Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Canaccord Genuity Corp., and Raymond James Ltd.

The Notes were offered for sale in Canada on a private placement basis pursuant to certain prospectus exemptions. The Notes have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and were offered and sold in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and applicable state securities laws and outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

About the Company

North American Construction Group Ltd. is a premier provider of heavy civil construction and mining services in Australia, Canada, and the U.S. For over 70 years, NACG has provided services to the mining, resource and infrastructure construction markets.

Forward-Looking Information

The information provided in this release contains forward-looking statements that may constitute forward-looking information and forward-looking statements within the meaning of applicable Canadian and United States securities laws (“forward-looking statements”). All such statements are made pursuant to the “safe harbour” provisions of Canadian provincial and territorial securities laws and the U.S. Private Securities Litigation Reform Act of 1995.

Forward-looking statements include all statements that are not historical facts regarding possible events, conditions or results of operations that NACG believes, expects or anticipates will or may occur in the future, including, but not limited to, the use of proceeds from the Offering of the Notes. The material factors or assumptions used to develop the above forward-looking statements, and the risks and uncertainties to which such forward-looking statements are subject, include, but are not limited to, the expected use of proceeds of the Offering, interest rates and market conditions, heavy equipment demand, and credit risks and existing indebtedness. Actual results could differ materially from those contemplated by such forward-looking statements because of any number of factors and uncertainties, many of which are beyond NACG’s control. Although NACG believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and NACG cautions you to not place undue reliance upon forward-looking statements. NACG undertakes no obligation, other than those required by applicable law, to update or revise such forward-looking statements. For more complete information about NACG, please read our disclosure documents filed with the SEC and the CSA. These free documents can be obtained by visiting EDGAR on the SEC website at www.sec.gov or on the CSA website at www.sedarplus.ca and on our company website at www.nacg.ca.

For more information, contact:

Jason Veenstra, CPA, CA
Chief Financial Officer
North American Construction Group Ltd.
(780) 960.7171
ir@nacg.ca
www.nacg.ca

Source: North American Construction Group Ltd.

FAQ

What did North American Construction Group (NOA) announce on October 22, 2025?

NOA closed a private placement of an additional $125 million of 7.75% Senior Unsecured Notes due May 1, 2030, bringing total Notes outstanding to $350 million.

How will NOA use the proceeds from the $125 million notes offering?

The company said it will use proceeds to repay indebtedness under its Credit Agreement and for general corporate purposes.

What are the key terms of the new NOA notes issued Oct 22, 2025?

The Notes carry a 7.75% coupon, mature on May 1, 2030, are senior unsecured, and are fungible with the May 1, 2025 series after the statutory hold period.

Who were the underwriters for NOA's additional $125 million notes offering?

The offering was underwritten by National Bank Capital Markets, ATB Securities, Scotia Capital, TD Securities, BMO Nesbitt Burns, CIBC World Markets, Canaccord Genuity, and Raymond James.

Was NOA's $125 million notes offering registered in the United States?

No; the Notes were not registered under the U.S. Securities Act and were sold in the U.S. only to qualified institutional buyers under Rule 144A.