MONTREAL, QUEBEC--(Marketwired - Dec. 5, 2017) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Fiera Capital Corporation (TSX:FSZ) ("Fiera Capital" or the "Firm"), a leading independent asset management firm, today announced that it has entered into an agreement with syndicates of underwriters to raise on a bought deal basis approximately $150 million in total gross proceeds. The Firm intends to use the net proceeds of the Offerings to fund recently announced acquisitions, to fund future acquisitions, to repay indebtedness and for general corporate purposes.
Pursuant to the agreement, a syndicate of underwriters co-led by National Bank Financial Inc., Desjardins Capital Markets and GMP Securities L.P. have agreed to purchase on a bought deal basis 5,770,000 Class A Subordinate Voting Shares (the "Class A Shares") at a price of $13.00 per Class A Share for gross proceeds of approximately $75 million. The Firm has granted to the underwriters an option (the "Class A Shares Over-Allotment Option") to purchase up to an additional 577,000 Class A Shares at a price of $13.00 per Class A Share, for additional gross proceeds of up to approximately $7.5 million.
In addition, pursuant to the agreement, a syndicate of underwriters co-led by National Bank Financial Inc., Desjardins Capital Markets and Scotiabank have agreed to purchase on a bought deal basis $75 million aggregate principal amount of 5.00% convertible unsecured subordinated debentures due June 30, 2023 (the "Debentures"). The Firm has granted to the underwriters an option (the "Debentures Over-Allotment Option") to purchase up to an additional $11.25 million aggregate principal amount of Debentures.
The Debentures will bear interest at a rate of 5.00% per annum, payable semi-annually on June 30 and December 31 each year, commencing on June 30, 2018. The Debentures will be convertible at the holder's option into Class A Shares at a conversion price of $18.85 per Class A Share, representing a conversion rate of 53.0504 Class A Shares per $1,000 principal amount of Debentures. The Debentures will mature on June 30, 2023 and may be redeemed by Fiera Capital, in certain circumstances, on or after June 30, 2021. The Debentures will be subordinated to the Firm's senior indebtedness.
The Class A Shares Over-Allotment Option and the Debentures Over-Allotment Option (together, the "Over-Allotment Options") have been granted to cover over-allotments and for market stabilization purposes, and are exercisable in whole or in part at any time, and from time to time, until 30 days after the closing date of the Class A Share and the Debenture offerings (collectively, the "Offerings"). The maximum aggregate gross proceeds that could be raised under the Offerings is approximately $168.75 million should the Over-Allotment Options be exercised in full.
"Over the past years, Fiera Capital has established itself as a growing global independent asset management firm through the successful growth of its business, both through accretive acquisitions as well as organically," said Jean-Guy Desjardins, Chairman of the Board, President and Chief Executive Officer of Fiera Capital. "This financing will strengthen and diversify our capital structure as we continue to execute on our strategic plan and pursue growth opportunities."
As at September 30, 2017, Fiera Capital's Senior Debt to Adjusted EBITDA ratio was 3.57x. After giving effect to the Offerings, the Firm's pro forma Senior Debt to Adjusted EBITDA would be 2.40x. If the Over-Allotment Options are exercised in full, the Firm's pro forma Senior Debt to Adjusted EBITDA would be 2.25x.
Continuing Relationship with National Bank of Canada ("National Bank")
National Bank currently has two appointees on the Board of Directors of Fiera Capital, as per the Investor Rights Agreement entered into on April 2, 2012 between Fiera Capital and National Bank. Such agreement remains in effect as long as National Bank holds at least 20% of the issued and outstanding Class A Shares and Class B special voting shares of Fiera Capital on a non-diluted basis. Upon completion of the Offerings, National Bank's beneficial ownership is expected to be approximately 19.8% (19.7% if the Class A Shares Over-Allotment Option is exercised in full). As a result, it is expected that the Investor Rights Agreement will cease to be in effect. To ensure continuity of the relationship between the two organisations, National Bank's two current appointees intend to remain on Fiera Capital's Board of Directors until the Firm's next Annual General Meeting, at which point only one appointee, Martin Gagnon, Co-President and Co-Chief Executive Officer of National Bank Financial Inc., and Executive Vice-President - Wealth Management, would stand for re-election.
"National Bank regards Fiera Capital as one of Canada's leading asset managers and values its diversified product offerings. They are a key long term service provider for us," said Martin Gagnon.
National Bank and Fiera Capital are currently party to an Asset Under Management Agreement dated April 2, 2012, which expires June 30, 2019 (the "AUM Agreement"). National Bank may, in its discretion, elect to extend the AUM Agreement for an additional three years, with such election to be made in early 2018. It is National Bank's current intention to renew the AUM Agreement to June 2022, in accordance with the terms of the AUM Agreement.
Additional Details of the Offerings
In connection with the Offerings, Fiera Capital will file a preliminary short form prospectus by December 11, 2017. The prospectus offering is subject to the receipt of all necessary regulatory approvals, including that of the Toronto Stock Exchange, and is expected to close on or about December 21, 2017. The Class A Shares and the Debentures will be offered in each of the provinces of Canada, and if offered in the United States, by way of private placement in accordance with applicable registration exemptions.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities being offered have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, or any state securities laws and such securities may not be offered or sold within the United States or to a U.S. person absent U.S. registration or an applicable exemption from U.S. registration requirements.
This press release makes reference to adjusted EBITDA of Fiera Capital, which is a non-IFRS measure. Adjusted EBITDA is not a recognized measure under IFRS, does not have a standardized meaning under IFRS and is unlikely to be comparable to similar measures used by other companies. Adjusted EBITDA is calculated as the difference between total revenues and SG&A expenses (excluding non-cash compensation) and external managers' expenses. The rationale for the use of non-IFRS measures is presented in Fiera Capital's annual Management's Discussion and Analysis (MD&A), which is available on SEDAR at www.sedar.com.
This document may contain certain forward-looking statements relating to Fiera Capital. These statements may relate to future events or future performance of Fiera Capital, and reflect management's expectations or beliefs regarding future events, and include Fiera Capital's growth opportunities and objectives, the completion and expected closing date of the Offerings, Fiera Capital's intended use of proceeds from the Offerings, completion of future acquisitions, status of relationship between National Bank and the Firm and renewal of the AUM Agreement. 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 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 and annual consolidated financial statements, and its Annual Report and Annual Information Form filed on www.sedar.com.
Although management believes in the expectations conveyed by the forward-looking statements and which are based on information available to it on the date such statements were made, there can be no assurance that such expectations will prove to be correct and readers are advised that actual results may differ from expected results. Unless otherwise required by applicable securities laws, Fiera Capital expressly disclaims any intention, and assumes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
About Fiera Capital Corporation
Fiera Capital is a leading independent asset management firm with more than C$123.0 billion in assets under management as at September 30, 2017. The Firm 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 Firm's U.S. affiliates, Bel Air Investment Advisors LLC and Fiera Capital Inc., investment advisers that are registered with the U.S. Securities and Exchange Commission (SEC). Further, Charlemagne Capital (UK) Limited and Charlemagne Capital (IOM) Limited are both registered as investment advisers with the SEC. Charlemagne Capital (UK) Limited is authorized and regulated by the Financial Conduct Authority in the United Kingdom, and Charlemagne Capital (IOM) Limited is licensed by the Isle of Man Financial Services Authority. Registration with the SEC does not imply a certain level of skill or training. Additional information about Fiera Capital Corporation, including the Firm's annual information form, is available on SEDAR at www.sedar.com.