NOT FOR DISTRIBUTION IN THE UNITED STATES.
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW
CALGARY, Alberta, Jan. 17, 2022 (GLOBE NEWSWIRE) -- Alaris Equity Partners Income Trust (“Alaris” or the “Trust”) (TSX: AD.UN) is pleased to announce that it has entered into an agreement with a syndicate of underwriters (the “Underwriters”) led by CIBC Capital Markets, National Bank Financial and RBC Capital Markets pursuant to which the underwriters have agreed to purchase $65 million aggregate principal amount of listed senior unsecured debentures due March 31, 2027 (the “Debentures”) at a price of $1,000 per Debenture (the “Offering”). The Trust has also granted the Underwriters an option to purchase up to an additional $9.75 million aggregate principal amount of Debentures, on the same terms and conditions, exercisable in whole or in part, up to 30 days following closing of the Offering. The Offering is expected to close on or about February 4, 2022 (the “Closing Date”). Unless otherwise stated, all numbers in this press release are presented in Canadian dollars.
The Trust intends to use the net proceeds of the Offering to partially repay outstanding indebtedness under Alaris' subsidiary’s senior debt facility (the “Senior Debt Facility”) which may be subsequently redrawn and used to fund future investments in new Partner (as defined below) investments or general trust purposes.
The Debentures will bear interest at a rate of 6.25% per annum, payable semi-annually in arrears on the last business day of March and September of each year commencing on March 31, 2022. The first payment will include accrued and unpaid interest for the period from the Closing Date to, but excluding, March 31, 2022. The Debentures will mature on March 31, 2027 (the “Maturity Date”).
The Debentures will not be redeemable by the Trust before March 31, 2025 (the “First Call Date”). On and after the First Call Date and prior to March 31, 2026, the Debentures will be redeemable, in whole or in part, from time to time at the Trust’s option at a redemption price equal to 103.125% of the principal amount of the Debentures redeemed plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. On and after March 31, 2026 and prior to the Maturity Date, the Debentures will be redeemable, in whole or in part, from time to time at the Trust’s option at par plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. The Trust shall provide not more than 60 nor less than 30 days’ prior notice of redemption of the Debentures. The Trust has the option to satisfy its obligations to repay the principal amount of and premium (if any) on the Debentures due at redemption or on maturity of the Debentures by issuing and delivering that number of freely tradeable trust units of the Trust to Debenture holders in accordance with the terms of the Indenture.
A preliminary short form prospectus will be filed with securities regulatory authorities in all provinces of Canada, other than the province of Québec. The Offering is subject to customary regulatory approvals, including the approval of the Toronto Stock Exchange and the approval of the lenders under the Senior Debt Facility.
This new release is not an offer of securities of Alaris for sale in the United States. The Debentures have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and the Debentures may not be offered or sold in the United States except pursuant to an applicable exemption from such registration. No public offering of securities is being made in the United States. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Alaris, through its subsidiaries, provides alternative financing to private companies ("Partners") in exchange for distributions, dividends and interest (“Distributions”) with the principal objective of generating stable and predictable cash flows for dividend payments to its unitholders. Distributions from the Partners are adjusted each year based on the percentage change of a "top line" financial performance measure such as gross margin and same-store sales and rank in priority to the owners' common equity position.
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 and the intended use of proceeds for the Offering, including the repayment of indebtedness under its senior debt facility and future investments in Partners; redemptions of Debentures issued pursuant to the Offering; . 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 Run Rate Payout Ratio) 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. Assumptions about the performance of the Canadian and U.S. economies over the next 24 months and how that will affect Alaris’ business and that of its Partners (including, without limitation, the ongoing impact of COVID-19) are material factors considered by Alaris management when setting the outlook for Alaris. Key assumptions include, but are not limited to, assumptions that: the Offering will close as expected and that Alaris will obtain regulatory and third party approvals for the Offering; the conditions to closing the Offering, including the consent of the Toronto Stock Exchange and the consent of Alaris' lenders under Alaris’s credit facility, will be satisfied; the Canadian and U.S. economies will continue to stabilize from the economic downturn created by COVID-19 and will not be detrimentally impacted over the next 12 months; inflation rates; interest rates will not rise in a material way over the next 12 months; that those Partners previously affected by COVID-19 will not see a detrimental impact from COVID-19 over the next 12 months; following a recovery from the COVID-19 impact, the businesses of the majority of our Partners will continue to grow; the businesses of new Partners and those of existing partners will perform in line with Alaris’ expectations and diligence; more private companies will require access to alternative sources of capital and that Alaris will have the ability to raise required equity and/or debt financing on acceptable terms. Management of Alaris has also assumed that the Canadian and U.S. dollar trading pair will remain in a range of approximately plus or minus 15% of the current rate over the next 6 months. In determining expectations for economic growth, management of Alaris primarily considers historical economic data provided by the Canadian and U.S. governments and their agencies as well as prevailing economic conditions at the time of such determinations.
Forward-looking statements are subject to risks, uncertainties and assumptions and should not be read as guarantees or assurances of future performance. The actual results of the Trust and the Partners could materially differ from those anticipated in the forward-looking statements contained herein as a result of certain risk factors, including, but not limited to: the ongoing impact of COVID-19 on the Trust and its Partners (including which, if any, Partners may experience a slowdown or closure of its business); the ability of our Partners and, correspondingly, Alaris to meet performance expectations for 2022 and beyond as a result of COVID-19 or otherwise; any change in the senior lenders under the Facility’s outlook for Alaris’ business; management's ability to assess and mitigate the ongoing impacts of COVID-19; the dependence of Alaris on the Partners; reliance on key personnel; general economic conditions, including the ongoing impact of COVID-19 on the Canadian, U.S. and global economies; failure to complete or realize the anticipated benefit of Alaris’ financing arrangements with the Partners; a failure of the Trust or any Partners to obtain required regulatory approvals on a timely basis or at all; changes in legislation and regulations and the interpretations thereof; risks relating to the Partners and their businesses, including, without limitation, a material change in the operations of a Partner or the industries they operate in; inability to close additional Partner contributions in a timely fashion, or at all; a change in the ability of the Partners to continue to pay Alaris’ Distributions; a change in the unaudited information provided to the Trust; a failure of a Partner (or Partners) to realize on their anticipated growth strategies; a failure to achieve resolutions for outstanding issues, including payment of any deferred Distributions, with Partners on terms materially in line with management’s expectations or at all; and a failure to realize the benefits of any concessions or relief measures provided by Alaris to any Partner or to successfully execute an exit strategy for a Partner where desired. Additional risks that may cause actual results to vary from those indicated are discussed under the heading "Risk Factors" and "Forward Looking Statements" in the Trust’s Management Discussion and Analysis and Annual Information Form for the year ended December 31, 2020, which are filed under the Trust’s profile at www.sedar.com and on its website at www.alarisequitypartners.com.
This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about increases to the Trust's net operating cash per flow per unit and liquidity, each of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on FOFI and forward-looking statements. Alaris' actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and FOFI, or if any of them do so, what benefits the Trust will derive therefrom. The Trust has included the forward-looking statements and FOFI in order to provide readers with a more complete perspective on Alaris’ future operations and such information may not be appropriate for other purposes. Alaris disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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.
For further information please contact:
P: (403) 260-1457
Alaris Equity Partners Income Trust
Suite 250, 333 24th Avenue S.W.
Calgary, Alberta T2S 3E6