/NOT FOR DISTRIBUTION IN THE UNITED
STATES.
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION
OF UNITED STATES SECURITIES
LAW./
All amounts are stated in Canadian dollars
unless otherwise indicated
TSX-AD.UN
CALGARY, AB, Dec. 8, 2020 /CNW/ - Alaris Equity Partners
Income Trust ("Alaris" or the "Trust") is pleased to
announce the completion of its previously announced bought deal
short-form prospectus offering (the "Offering") of trust
units of the Trust ("Trust Units"). The Offering was
conducted through a syndicate of underwriters co-led by Acumen
Capital Finance Partners Limited, CIBC World Markets Inc., Cormark
Securities Inc. and National Bank Financial Inc., and including
Desjardins Securities Inc., RBC Capital Markets and Scotia Capital
Inc (collectively, the "Underwriters"). The Offering
consisted of 3,346,500 Trust Units (which includes the full
exercise of the over-allotment option of 436,500 Trust Units)
issued at a price of $13.75 per Trust
Unit for aggregate gross proceeds of $46,014,375.
The net proceeds of the Offering will be used to repay
outstanding indebtedness under Alaris' credit facility, including
amounts drawn to fund the US$20.0 million follow-on investment (the
"BCC Follow-On") by Alaris into existing partner, Body
Contour Centers, LLC ("BCC") completed on
December 7, 2020. Alaris will
receive an additional annualized distribution of US$2.6 million from BCC as a result of the BCC
Follow-On. The BCC Follow-On was a result of BCC achieving
key performance targets agreed to under the original financing.
Alaris is also pleased to update revenue guidance to account for
additional revenue expected in Q4 2020:
- In November, BCC repaid an aggregate of $2.2 million (US$1.7
million) (the "Previously Deferred BCC
Distributions") for previously deferred April, May and
June 2020 distributions.
- Kimco Holdings, LLC ("Kimco"), after
achieving certain performance targets, paid Alaris $3.1 million (US$2.4
million) (the "Previously Deferred Kimco
Distributions") for previously deferred distributions. The
Previously Deferred Kimco Distributions were received over and
above the US$1.1 million Kimco was
scheduled to, and did pay, in December
2020. As a result, Kimco has paid all contracted
distributions owed for fiscal 2020.
Collection of the Previously Deferred BCC Distributions and
Previously Deferred Kimco Distributions result in Alaris increasing
forecasted Q4 2020 revenue to approximately $31.0 million, up from the previous revenue
guidance for the quarter of $26.0
million and up from actual revenue in Q3 2020 of
$23.4 million.
About Alaris:
Alaris, through its subsidiaries, provides alternative financing
to private companies ("Partners") in exchange for
distributions, dividends or interest (collectively,
"Distributions") with the principal objective of generating
stable and predictable cash flows for distribution payments to its
unitholders. Distributions from Partners are adjusted annually
based on the percentage change of a "top-line" financial
performance measure such as gross margin or same store sales and
rank in priority to the owner's 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
use of proceeds from the Offering; expected revenues for Q4 2020;
and additional Distributions to be received from BCC from the BCC
Follow-On. 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. Any forward-looking statements herein which
constitute a financial outlook or future-oriented financial
information (including the expected revenues) were approved by
management as of the date hereof and have been included to provide
an understanding of Alaris' financial performance and are subject
to the same risks and assumptions disclosed herein. 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 the COVID-19 pandemic
("COVID")) are material factors considered by Alaris
management when setting the outlook for Alaris. Key
assumptions include, but are not limited to, assumptions that: the
Canadian and U.S. economies will begin to recover from the ongoing
economic downturn created by the response to COVID 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 will recover from the pandemic's impact and
return to their current operating environments; following a
recovery from the COVID 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 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: how
many Partners will continue to be impacted by COVID and the extent
of such impact; the ability of our Partners and, correspondingly,
Alaris to meet performance expectations for 2020 and beyond as a
result of COVID or otherwise; any change in the senior lenders of
the Trust's affiliates outlook for the such affiliates;
management's ability to assess and mitigate the impacts of COVID;
the dependence of Alaris on the Partners; reliance on key
personnel; general economic conditions, including the ongoing
impact of COVID on the Canadian, U.S. and global economies; failure
to complete or realize the anticipated benefit of the 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; a failure to achieve expected benefits of
the trust conversion; 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 distributions; a change in the unaudited
information provided by the Partners; 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.
Accordingly, 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