Alaris Equity Partners Announces Closing of $65 Million Bought Deal Offering of 6.25% Senior Unsecured Debentures
04 Février 2022 - 03:51PM
Alaris Equity Partners Income Trust ("
Alaris" or
the "
Trust") (TSX: AD.UN) is pleased to announce
that it has completed its previously announced offering of listed
senior unsecured debentures ("
Debentures") with a
syndicate of underwriters co-led by CIBC Capital Markets, National
Bank Financial and RBC Capital Markets (the "
Co-Lead
Underwriters") and including Desjardins Securities Inc.,
Scotia Capital Inc., Acumen Capital Finance Partners Limited and
Cormark Securities Inc. (together with the Co-Lead Underwriters,
the "
Underwriters"), on a bought deal basis. A
total of $65 million aggregate principal amount of Debentures were
issued at a price of $1,000 per Debenture (the
"
Offering").
The Debentures bear interest at a rate of 6.25%
per annum, payable semi-annually in arrears on the last day of
March and September of each year, commencing on March 31, 2022, and
will mature on March 31, 2027. The Debentures will commence trading
today on the Toronto Stock Exchange under the symbol "AD.DB.A".
The Trust intends to use the net proceeds of the
Offering to partially repay outstanding indebtedness under Alaris'
subsidiary's 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.
This news release is not an offer of securities
of Alaris for sale in the United States. The securities offered
under the Offering have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, and the securities
offered under the Offering 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.
ABOUT ALARIS
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
use of proceeds for the Offering, including the repayment of
indebtedness under its senior debt facility and future investments
in Partners. 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. 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: the
use of proceeds of the Offering will be used in the manner
described herein; 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.
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:
ir@alarisequity.comP: (403) 260-1457Alaris
Equity Partners Income TrustSuite 250, 333 24th Avenue S.W.Calgary,
Alberta T2S 3E6www.alarisequitypartners.com
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