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Expiration Time may not be withdrawn at any time.
Issuer
|
Security
Description
|
CUSIP/ISIN
Number
|
Outstanding
Aggregate
Principal
Amount
|
Consideration(1)
|
AutoCanada
Inc.
|
5.625% Senior
Notes
due 2021
|
05277BAA8 /
CA05277BAA85
|
$150 million
|
$1,016.50
|
|
|
|
|
|
(1)
|
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is terminated, withdrawn or otherwise not completed, 2021 Notes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 assistance@laurelhill.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.
About AutoCanada
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.
Forward-Looking Statements
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
Email: assistance@laurelhill.com
Additional Information
Additional information about AutoCanada is available at the
Company's website at www.autocan.ca and www.sedar.com.
SOURCE AutoCanada Inc.