Fiera Capital Corporation announces $75 million bought deal offering of 5.60% Senior Subordinated Unsecured Debentures
Jun 17, 2019
MONTREAL,-- Fiera Capital Corporation (“Fiera Capital” or the “Company”) (TSX: FSZ) is pleased to announce that it has entered into an agreement with CIBC Capital Markets and RBC Capital Markets, as co-bookrunners, on behalf of a syndicate of underwriters co-led by CIBC Capital Markets, RBC Capital Markets, Desjardins Capital Markets, BMO Capital Markets and Scotia Capital Inc., under which the underwriters have agreed to purchase $75 million aggregate principal amount of senior subordinated unsecured debentures due July 31, 2024 (the “Debentures”) at a price of $1,000 per Debenture (the “Offering”). Fiera Capital has also granted the underwriters an option to purchase up to an additional $11.25 million aggregate principal amount of Debentures, on the same terms and conditions, exercisable in whole or in part, for a period of 30 days following closing of the Offering. The Offering is expected to close on or about July 4, 2019.
The Debentures will bear interest at a rate of 5.60% per annum, payable semi-annually in arrears on January 31 and July 31 of each year, with the first interest payment on January 31, 2020. The January 31, 2020 interest payment will represent accrued interest from the closing of the Offering, to but excluding January 31, 2020. The Debentures will mature on July 31, 2024 (the “Maturity Date”).
The Debentures will not be redeemable before July 31, 2022 (the “First Call Date”), except upon the occurrence of a change of control of the Company in accordance with the terms of the indenture (the "Indenture") governing the Debentures. On and after the First Call Date and prior to July 31, 2023, the Debentures will be redeemable in whole or in part from time to time at the Company’s option at a redemption price equal to 102.8% 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 July 31, 2023 and prior to the Maturity Date, the Debentures will be redeemable, in whole or in part, from time to time at the Company’s option at par plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. The Company shall provide not more than 60 nor less than 30 days’ prior notice of redemption of the Debentures.
The Company will have the option to satisfy its obligation to repay the principal amount of the Debentures due at redemption or maturity by issuing and delivering that number of freely tradeable Class A subordinate voting shares (the “Class A Shares”) in accordance with the terms of the Indenture.
The Debentures will not be convertible into Class A Shares at the option of the holders at any time.
The net proceeds of this Offering will be used to fund recently announced acquisitions, to repay indebtedness and for general corporate purposes.
The Debentures will be direct, senior subordinated unsecured obligations of the Company which will rank pari passu with one another and will rank (a) effectively subordinate to any existing and future secured indebtedness of the Company to the extent of the value of the assets securing such secured indebtedness, (b) subordinate to obligations under the Company’s Senior Credit Facilities (as defined in the Indenture), (c) pari passu with the Company’s existing 5.00% Convertible Unsecured Subordinated Debentures due June 30, 2023 (the “2023 Debentures”) and any future senior unsecured indebtedness (other than the Company’s Senior Credit Facilities), (d) senior to any convertible unsecured subordinated debentures which may be issued by the Company in the future, including in a refinancing of the 2023 Debentures, and (e) senior to any other existing and future subordinated unsecured indebtedness of the Company (other than the 2023 Debentures). In addition, the Debentures will be structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries.
A preliminary short form prospectus will be filed with securities regulatory authorities in all provinces of Canada. The Offering is subject to customary regulatory approvals, including the approval of the Toronto Stock Exchange.
The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. 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.
Legal advice is being provided to Fiera Capital by Fasken Martineau DuMoulin LLP and, with respect to US law, by Davis Polk & Wardwell LLP. Legal advice is being provided to the underwriters by Norton Rose Fulbright Canada LLP.
This document may contain certain forward-looking statements. These statements relate to future events or future performance, and reflect management's expectations or beliefs regarding future events, including business and economic conditions and Fiera Capital's growth, results of operations, performance and business prospects and opportunities. In particular, this press release includes forward-looking statements relating to the proposed timing of completion of the Offering and the anticipated use of the net proceeds of the Offering Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend" or the negative of these terms, or other comparable terminology.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement.
These risks include, but are not limited to, the failure or delay in satisfying any of the conditions to the completion of the Offering. Additional factors include, but are not limited to, market and general economic conditions, the nature of the financial services industry, and the risks and uncertainties detailed from time to time in Fiera Capital's interim condensed and annual consolidated financial statements, and its latest Annual Report and Annual Information Form filed on www.sedar.com. These forward-looking statements are made as of the date of this document, and Fiera Capital assumes no obligation to update or revise them to reflect new events or circumstances.
About Fiera Capital Corporation
Fiera Capital is a leading independent asset management firm with approximately C$144.9 billion in assets under management as of March 31, 2019. The Company provides institutional, retail and private wealth clients with access to full-service integrated money management solutions across traditional and alternative asset classes. Clients and their portfolios derive benefit from Fiera Capital's depth of expertise, diversified offerings and outstanding service. Fiera Capital trades under the ticker FSZ on the Toronto Stock Exchange. www.fieracapital.com
In the U.S., asset management services are provided by the Company's U.S. affiliates who are investment advisers that are registered with the U.S. Securities and Exchange Commission (SEC). Registration with the SEC does not imply a certain level of skill or training.
Additional information about Fiera Capital Corporation, including the Company's annual information form, is available on SEDAR at www.sedar.com.
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