EDMONTON, AB, – AutoCanada Inc. (“AutoCanada” or the “Company”), a leading multi-location North American automobile dealership group, is pleased to announce that it intends to offer $300 million (the “Offering”) of 7-year Senior Unsecured Notes (the “Notes”).
The Notes will be offered and sold on a private placement basis to “accredited investors” in certain provinces of Canada and “qualified institutional buyers” in the United States. Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., and RBC Dominion Securities Inc. are acting as Joint Bookrunning Managers, ATB Capital Markets Inc. as Lead Manager, and HSBC Securities (Canada) Inc., National Bank Financial Inc., Canaccord Genuity Corp., Cormark Securities Inc., Stifel Nicolaus Canada Inc., Acumen Capital Finance Partners Limited and TD Securities Inc. are acting as Co-Managers for the Offering.
The Company intends to use the net proceeds of the Offering to fund the redemption of its outstanding $250 million 8.75% Senior Notes due 2025 and to reduce the outstanding balance under its syndicated credit facility.
In addition, the Company has received commitments to amend and extend its existing credit facility for three years to 2025, which amendments are expected to become effective on or prior to the closing of the Offering.
The amended credit facility maintains the revolving facility at $225 million and includes a $1,060 million wholesale floorplan financing facility and a $15 million wholesale leasing facility, for total aggregate bank facilities of $1.3 billion.
The Company is also pleased to welcome The Toronto-Dominion Bank to its existing syndicate of lenders which includes The Bank of Nova Scotia (Sole Bookrunner), Canadian Imperial Bank of Commerce, Royal Bank of Canada, Bank of Montreal, HSBC Bank Canada and Alberta Treasury Branches.
Certain statements contained in this press release are forward-looking statements and information (collectively “forward-looking statements”), within the meaning of the applicable Canadian securities legislation. We hereby provide cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in these forward-looking statements. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions of future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “objective”, “commitments” “anticipate”, “expect”, “estimate”, “could”, “should”, “plan”, “seek”, “may”, “intend”, “likely”, “will”, “believe”, “shall” and similar expressions) are not historical facts and are forward-looking. In particular, this press release contains forward-looking statements with respect to, among other things, the terms and completion of the Offering, the use of net proceeds of the Offering and the expected amendments to the Company’s existing credit facility and anticipated timing of such amendments.
The forward-looking statements included in this press release are not guarantees of future performance and should not be unduly relied upon. Readers are cautioned that forward-looking statements are based on current expectations, estimates and projections that, by their nature, involve a number of known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated and described in the forward-looking statements. These known and unknown risks and uncertainties include, but are not limited to: potential changes in the regulatory and legislative environment; political uncertainty and instability in North America and internationally; volatility in interest and tax rates; operating risks inherent in the automotive retail industry; and changes in general economic conditions including the capital and credit markets.
Forward-looking statements may involve estimates and assumptions and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict. Accordingly, these factors could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. In particular, in presenting its forward-looking statements, AutoCanada has made assumptions respecting, among other things: the relative stability of general North American economic conditions; and regulatory and legislative conditions. Therefore, any such forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this press release.
AutoCanada cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. The Company’s Annual Information Form and other documents filed with securities regulatory authorities (accessible through the SEDAR website at www.sedar.com) describe the risks, material assumptions and other factors that could influence actual results and which are incorporated herein by reference.
Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.