AutoCanada Announces Tender Offer for All of its Outstanding 5.625% Senior Notes Due May 25, 2021
EDMONTON, Jan. 28, 2020 /CNW/ - AutoCanada Inc. ("AutoCanada" or the "Company") (TSX: ACQ), a leading multi-location North American automobile dealership group, today announced that it commenced a cash tender offer (the "Tender Offer") to purchase all of the Company's outstanding 5.625% Senior Notes due May 25, 2021 (the "2021 Notes").
The complete terms of the Tender Offer are set forth in the Company's Offer to Purchase dated January 28, 2020 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and related Letter of Transmittal (the "Letter of Transmittal").
Certain Terms of the Tender Offer
The consideration for the 2021 Notes validly tendered prior to 5:00 p.m. (EST), on February 10, 2020, unless extended (such date and time, as the same may be extended, the "Expiration Time"), will be $1,016.50 for each $1,000 principal amount of 2021 Notes plus accrued and unpaid interest thereon from the last interest payment date to, but not including, the Payment Date (as defined below).
The following table summarizes important information relating to the Tender Offer. No tenders will be valid if submitted after the Expiration Time. 2021 Notes validly tendered on or prior to the Expiration Time may not be withdrawn at any time.
5.625% Senior Notes
Per $1,000 principal amount of 2021 Notes validly tendered and accepted, excluding accrued but unpaid interest thereon. Holders will also receive accrued and unpaid interest up to, but not including, the Payment Date.
Consummation of the Tender Offer is subject to a number of conditions, including the consummation of the Company's recently announced offering of new 5-year Senior Unsecured Notes and the Company's recently announced amended credit facility having become effective (the "Financing Condition"). Subject to applicable law, AutoCanada may waive any of these conditions or extend, terminate or withdraw the Tender Offer. If the Tender Offer is terminated, withdrawn or otherwise not completed, 2021 Notes tendered pursuant to the Tender Offer will promptly be returned to the tendering holders.
Assuming the Tender Offer is not extended and the conditions to the Tender Offer are satisfied or waived, AutoCanada expects that payment for 2021 Notes validly tendered on or before the Expiration Time will occur on the next business day following satisfaction of the Financing Condition (the "Payment Date").
AutoCanada will file a copy of the Offer to Purchase under AutoCanada's profile on SEDAR at www.sedar.com and on AutoCanada's website.
Scotia Capital Inc. is serving as the dealer manager in connection with the Tender Offer. Questions regarding the terms of the Tender Offer should be directed to Scotia Capital Inc. at (416) 863-7438, Attention: Patrick Dabiet. Any questions or requests for assistance or additional copies of the Offer to Purchase and the Letter of Transmittal or the documents incorporated by reference therein may be directed to Laurel Hill Advisory Group, which is acting as the information agent for the Tender Offer, at 1-877-452-7184 or 1-416-304-0211 or email@example.com.
Upon the completion of the Tender Offer, AutoCanada intends to deliver a Notice of Redemption to any remaining holders of the outstanding 2021 Notes, which shall provide for the redemption by AutoCanada of any and all outstanding aggregate principal amount of 2021 Notes, to the extent AutoCanada has not purchased such amount of 2021 Notes under the Tender Offer.
None of AutoCanada, its board of directors or its officers, the dealer manager, the depositary, the information agent or the trustee with respect to the 2021 Notes, or any of their respective affiliates, makes any recommendation that holders of 2021 Notes tender or refrain from tendering all or any portion of the principal amount of their 2021 Notes, and no one has been authorized by any of them to make such a recommendation. Holders of 2021 Notes must make their own decision as to whether to tender their 2021 Notes and, if so, the principal amount of 2021 Notes to tender. The Tender Offer is made only by the Offer to Purchase and the Letter of Transmittal. This news release is not an offer to purchase nor a solicitation of an offer to sell any 2021 Notes in the Tender Offer. The Tender Offer is not being made to holders of 2021 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offer is required to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of AutoCanada by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Nothing in this press release should be construed as a notice to redeem any 2021 Notes. Any such notice will be made separately pursuant to and in accordance with the terms of the indenture governing the 2021 Notes.
AutoCanada is a leading North American multi-location automobile dealership group currently operating 63 franchised dealerships, comprised of 27 brands, in eight provinces in Canada as well as a group in Illinois, USA and has over 4,200 employees. AutoCanada currently sells Chrysler, Dodge, Jeep, Ram, FIAT, Alfa Romeo, Chevrolet, GMC, Buick, Cadillac, Ford, Infiniti, Nissan, Hyundai, Subaru, Audi, Volkswagen, Kia, Mazda, Mercedes-Benz, Smart, BMW, MINI, Volvo, Toyota, Lincoln, and Honda branded vehicles. In 2018, our dealerships sold approximately 66,000 vehicles and processed approximately 915,000 service and collision repair orders in our 1,157 service bays generating revenue in excess of $3 billion.
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 or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "will continue", "is anticipated", "projection", "vision", "goals", "objective", "target", "schedules", "outlook", "anticipate", "expect", "estimate", "could", "should", "plan", "seek", "may", "intend", "likely", "will", "believe" 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 timing and completion of the Tender Offer and subsequent redemption; the timing and completion of the Offering and the Company's use of proceeds from the Offering.
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, forward-looking statements 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: the risk that the Offering, the Tender Offer or the redemption of the 2021 Notes, will not be completed as proposed or at all and general economic, market and business conditions.
Forward-looking statements 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, actual results or outcomes may differ materially from those expressed in the forward-looking statements.
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. The forward-looking statements contained in this press release speak only as of the date hereof and AutoCanada assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.
Holders requiring further assistance may contact AutoCanada's Information Agent:
Laurel Hill Advisory Group
Toll free: 1-877-452-7184 or 1-416-304-0211
SOURCE AutoCanada Inc.