WSP Announces Private Offering of $1 Billion Aggregate Principal Amount of Senior Unsecured Notes

MONTREAL, Jan. 20, 2026 (GLOBE NEWSWIRE) -- WSP Global Inc. (TSX: WSP) (“WSP” or the “Corporation”) announced today that it has priced an offering (the “Offering”) of $500 million aggregate principal amount of 4.003% senior unsecured notes due January 22, 2032 (the “2032 Notes”) and $500 million aggregate principal amount of 4.586% senior unsecured notes due January 22, 2036 (the “2036 Notes”, and together with the 2032 Notes, the “Notes”).

The Notes are being offered through an agency syndicate consisting of CIBC Capital Markets, RBC Capital Markets and TD Securities, as joint bookrunners and co-lead private placement agents, and including BMO Nesbitt Burns Inc., National Bank Financial Inc., BNP Paribas (Canada) Securities Inc., Desjardins Securities Inc., J.P. Morgan Securities Canada Inc., Scotia Capital Inc., BofA Securities and Wells Fargo Securities Canada, Ltd., as co-managers. The offering is expected to close on or about January 22, 2026, subject to customary closing conditions.

The Notes will be issued for aggregate gross proceeds of $1 billion. The 2032 Notes will bear interest at a fixed rate of 4.003% per annum, and the 2036 Notes will bear interest at a fixed rate of 4.586% per annum, in each case payable semi-annually until maturity on the 22^nd day of January and July of each year, beginning on July 22, 2026.

The Corporation intends to use the net proceeds from the Offering (i) to fund in part the purchase price in respect of the pending acquisition of TRC Companies by the Corporation (the “Acquisition”), and accordingly reduce amounts to be advanced at the closing of the Acquisition under a third incremental facility supplement to the Corporation’s credit agreement, 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 (including the redemption of the 2036 Notes) and for other general corporate purposes. The Acquisition is expected to be completed in the first quarter of 2026, subject to customary closing conditions including receipt of regulatory approvals.

The Corporation will be required to redeem the 2036 Notes pursuant to a special mandatory redemption at a redemption price equal to 101% of the aggregate principal amount of the 2036 Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of such special mandatory redemption, if (i) the Acquisition is not consummated prior to 5:00 p.m. (New York City time) on June 15, 2026, or such later date as agreed by the parties to the agreement and plan of merger dated December 15, 2025 related to the Acquisition (the “Merger Agreement”), or (ii) prior to such time, the Merger Agreement is terminated in accordance with its terms or the Corporation publicly announces or notifies the trustee of the Notes that the Corporation does not intend to proceed with the Acquisition.

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 fifth supplemental indenture in respect of the 2032 Notes and a sixth supplemental indenture in respect of the 2036 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 STATEMENTS
In 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 TRC Companies (including timing for the closing therefor), the expected use of proceeds of the Offering, 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 forward-looking 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 section 20, “Risk Factors” of WSP’s Management and Discussion Analysis for the financial year ended December 31, 2024, and in section 17, “Risk Factors,” of WSP’s Management Discussion and Analysis for the third quarter and nine-month period ended September 27, 2025 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 statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as of the date of this press release, and the Corporation undertakes no obligation to publicly update such forward-looking statements to reflect new information, subsequent or otherwise, unless required by applicable securities laws.

ABOUT WSP
WSP is one of the world’s leading professional services firms, uniting its engineering, advisory and science-based expertise to shape communities to advance humanity. From local beginnings to a globe-spanning presence today, WSP operates in over 50 countries and employs approximately 75,000 professionals, known as Visioneers. Together they pioneer solutions and deliver innovative projects in the transportation, infrastructure, environment, building, energy, water, and mining and metals sectors. WSP is publicly listed on the Toronto Stock Exchange (TSX:WSP).

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