/NOT FOR DISTRIBUTION IN THE UNITED
STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE
A VIOLATION OF UNITED STATES
SECURITIES LAW/
(all numbers in this release are in Canadian ("CDN") unless
otherwise noted)
CALGARY, AB, Feb. 10, 2021 /CNW/ - Alaris Equity Partners
Income Trust (the "Trust" or "Alaris") (TSX:
AD.UN) is pleased to announce that in connection with its
previously announced bought-deal financing, Alaris and a syndicate
of underwriters co-led by Acumen Capital Finance Partners Limited,
Cormark Securities Inc., CIBC Capital Markets, National Bank
Financial Inc. and RBC Capital Markets and including Desjardins
Securities Inc. and Scotia Capital Inc. (collectively, the
"Underwriters") have agreed to increase the size of the
previously announced financing. Alaris will now issue 5,312,500
trust units ("Trust Units") at a price of $16.00 per Trust Unit for gross proceeds of
$85.0 million (the
"Offering"). The Offering is expected to close on or
about March 3, 2021. The Underwriters have been granted an
option to purchase up to an additional 15% of the Trust Units
issued under this Offering at a price of $16.00 per Trust Unit to cover over-allotments
and for market stabilization purposes, exercisable in whole or
in part at any time until 30 days after the closing for further
gross proceeds of $12.8 million,
which would increase the Offering to $97.8
million if fully exercised.
The Trust will use the net proceeds of the Offering (and
Over-Allotment Option, if any) to reduce debt outstanding under its
$373.0 million credit facility (the
"Facility"). Upon closing of the Offering and including the
US$66.0 million investment into Brown
& Settle, as more fully described in Alaris' news release dated
February 9, 2021, the Trust expects
to have approximately $290.4 million
drawn on the Facility ($278.2 million
with the Over-Allotment Option exercised).
The Offering is subject to customary closing conditions,
including receipt of applicable regulatory and Toronto Stock
Exchange approvals.
ABOUT ALARIS:
The Trust, through its subsidiaries, indirectly provides
alternative financing to private companies ("Partners") in
exchange for distributions with the principal objective of
generating stable and predictable cash flows for payment of
distributions to unitholders of the Trust. 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.
This press release is not an offer of Trust Units for sale
in the United States. The
Trust 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 Trust Units in the United
States. This press release shall not constitute an offer to
sell, nor shall there be any sale of, the Trust 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 of the Offering, the intended use of proceeds for the
Offering, outstanding amounts under the Facility after closing of
the Offering and reductions in indebtedness under the Facility.
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,
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, if
required, the consent of the Toronto Stock Exchange and, if
required, the consent of Alaris' lenders under the Facility, will
be satisfied; the Canadian and U.S. economies will begin to recover
from the ongoing economic downturn created by the response to
COVID-19 within the next twelve months, interest rates will not
rise in a material way over the next 12 to 24 months, that those
Alaris Partners detrimentally affected by COVID-19 will recover
from the pandemic's impact and return to their current operating
environments, following a recovery from the COVID-19 impact, the
businesses of the majority of our Partners will continue to grow,
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: that
the Offering may not close when planned (or at all); or on the
terms and conditions set forth herein; the failure of Alaris to
secure, if required, the consent of its lenders under its credit
facility to proceed with the Offering; the use of proceeds from the
Offering as described herein may change; how many Partners will be
impacted by the COVID-19 and the extent of such impact; the ability
of our Partners and, correspondingly, Alaris to meet performance
expectations for 2021 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 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 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 for the year ended
December 31, 2019, which is filed
under the Trust's profile at www.sedar.com and on its website
at www.alarisroyalty.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.
SOURCE Alaris Equity Partners Income Trust