/NOT FOR DISTRIBUTION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW./
CALGARY, AB, Nov. 18, 2020 /CNW/ - Alaris Equity Partners Income Trust ("Alaris" or the "Trust") is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by Acumen Capital Finance Partners Limited, Cormark Securities Inc., CIBC World Markets Inc. and National Bank Financial Inc. (collectively, the "Underwriters"), under which the Underwriters have agreed to purchase, on a bought deal basis, 2,910,000 trust units (the "Units") from Alaris at a price of $13.75 per Unit for aggregate gross proceeds of $40,012,500 (the "Offering"). The Trust has also granted the Underwriters an option, exercisable for up to 30 days from of the closing of the Offering, to purchase up to an additional 436,500 Units upon the same price and terms as the Offering to cover over-allotments and for market stabilization purposes (the "Over-Allotment Option").
The Trust is also pleased to announce that it intends to make a US$20,000,000 follow-on investment into an existing partner (the "Follow-on Contribution") as per previously agreed-to performance targets. The Follow-on Contribution will be made at a first-year annualized yield of 13% and is expected to result in an annual revenue increase of US$2,600,000 (a 3.2% increase). The Follow-on Contribution is subject to customary approvals, including from Alaris' lenders under its wholly-owned subsidiary's senior credit facility (the "Facility") and its board of trustees, and is expected to close prior to December 31, 2020.
BOUGHT DEAL FINANCING
The Offering is expected to close on or about December 8, 2020. The Underwriters will sell the Units in all provinces of Canada, except Quebec, in a public offering by way of short form prospectus. The aggregate gross proceeds of the Offering and Over-Allotment Option (if exercised in full) will be $46,014,375 (net proceeds of $43,693,728).
The Trust will use net proceeds of the Offering (and Over-Allotment Option, if any) to reduce debt outstanding on its Facility. Upon closing of the Offering and the Follow-On Contribution, the Trust will have approximately $222,600,000 drawn on the Facility ($216,800,000 with the Over-Allotment Option). Total Units outstanding following the Offering will be 38,559,899 (38,996,399 with the Over-Allotment Option).
The Offering is subject to customary closing conditions, including receipt of applicable regulatory and Toronto Stock Exchange approvals.
Alaris, through its subsidiaries, provides alternative financing to private companies ("Partners") in exchange for distributions, dividends or interest (collectively, "Distributions") with the principal objective of generating stable and predictable cash flows for distribution payments to its unitholders. Distributions from the Partners are adjusted annually based on the percentage change of a "top-line" financial performance measure such as gross margin or same store sales and rank in priority to the owner's common equity position.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of Units in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This press release is not an offer of Units for sale in the United States. The Units may not be offered or sold in the United States. Alaris has not registered and will not register the Units under the U.S. Securities Act of 1933, as amended. Alaris does not intend to engage in a public offering of Units in the United States. This press release shall not constitute an offer to sell, nor shall there be any sale of, the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful.
FORWARD LOOKING STATEMENTS
This news release contains forward-looking statements, including forward-looking statements within the meaning of "safe harbor" provisions under applicable securities laws ("forward-looking statements"). Statements other than statements of historical fact contained in this news release may be forward-looking statements, including, without limitation, management's expectations, intentions and beliefs concerning: the closing date for the Offering, the intended use of proceeds for the Offering, outstanding amount under the Facility after closing of the Offering, the financial impact of the Offering and the Follow-on Contribution on Alaris, including the Partner's distributions and adjustments thereto and the impact on Alaris' revenue and net cash from operating activities, and the impact of the Follow-on Contribution thereon. Many of these statements can be identified by words such as "believe", "expects", "will", "intends", "projects", "anticipates", "estimates", "continues" or similar words or the negative thereof. Any forward-looking statements herein which constitute a financial outlook or future-oriented financial information (including the impact on revenues) were approved by management as of the date hereof and have been included to provide an understanding of Alaris' financial performance and are subject to the same risks and assumptions disclosed herein. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur.
By their nature, forward-looking statements require Alaris to make assumptions and are subject to inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, that the Offering and/or the Follow-on Contribution may not close when planned (or at all) or on the terms and conditions set forth herein; the failure of Alaris to obtain all necessary regulatory and third party approvals (including the Toronto Stock Exchange) for the Offering; the failure of Alaris to secure, if required, the consent of its lenders under its credit facility to proceed with the Offering and/or the Follow-on Contribution; volatility in market prices of the Units of Alaris; the general economic conditions in Canada, the U.S. and globally. With respect to forward-looking statements contained in this news release, Alaris has made assumptions regarding, among other things: the timing of closing and regulatory and third party approvals for the Offering and the Follow-on Contribution and the satisfaction of the conditions to closing the Offering and the Follow-on Contribution, including, if required, the consent of the Toronto Stock Exchange and, if required, the consent of Alaris' lenders under the Facility and that the use of proceeds from the Offering as described herein may change.
Readers are cautioned not to place undue reliance on any forward-looking information contained in this news release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements. Statements containing forward-looking information reflect management's current beliefs and assumptions based on information in its possession on the date of this news release. Although management believes that the assumptions reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations will prove to be correct.
The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release and Alaris does not undertake or assume any obligation to update or revise such statements to reflect new events or circumstances except as expressly required by applicable securities legislation.
Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
All amounts are stated in Canadian dollars unless otherwise indicated
SOURCE Alaris Equity Partners Income Trust