PLANTATION, Fla., July 29,
2021 /CNW/ - Akumin Inc. (NASDAQ: AKU) (TSX: AKU) (the
"Issuer" or "Akumin") announced today that Akumin Escrow Inc. (the
"Escrow Issuer"), a wholly owned subsidiary of the Issuer that is
to be liquidated into the Issuer, priced a private offering (the
"Private Offering") of $375 million
aggregate principal amount of 7.500% senior secured notes due 2028
(the "Notes"). The offering of the Notes is scheduled to close on
August 9, 2021, subject to
satisfaction of customary closing conditions.
The net proceeds from the Private Offering are intended to be
used, together with the proceeds of the previously announced
financing by Stonepeak Magnet Holdings LP and cash on hand, to fund
the cash portion of the purchase price for the recently announced
acquisition of Alliance Healthcare Services, Inc. ("Alliance") and
its subsidiaries by Akumin Corp. (the "Alliance Acquisition"). If
the Private Offering closes prior to the consummation of the
Alliance Acquisition, the Escrow Issuer will deposit, concurrently
with the closing of the Private Offering, the gross proceeds from
the sale of the Notes into an escrow account, plus an amount
sufficient to pay interest with respect to the Notes up to, but not
including, the then-applicable latest special mandatory redemption
date. The release of the escrow proceeds will be subject to the
satisfaction of certain conditions, including the consummation of
the Alliance Acquisition. If the Alliance Acquisition is not
consummated by January 24, 2022, or
upon the occurrence of certain other events, the Notes will be
subject to a special mandatory redemption. The special mandatory
redemption price will be a price equal to 100% of the initial issue
price of the Notes, plus accrued and unpaid interest, if any, from
the date of initial issuance of the Notes up to, but not including,
the special mandatory redemption date. If the closing of the
Alliance Acquisition has occurred at or prior to the time of the
consummation of the offering of Notes, the proceeds of the Notes
will not be deposited into escrow and, upon the closing of the
Alliance Acquisition, the obligations of the Escrow Issuer under
the Notes offered in the Private Offering will be assumed by
Akumin.
Prior to the consummation of the Alliance Acquisition and the
release of the funds from escrow, the Notes will not have the
benefit of any guarantees and will be the sole obligations of the
Escrow Issuer. From and after the consummation of the Alliance
Acquisition and the release of the funds from the escrow account,
the Notes will be fully and unconditionally guaranteed, jointly and
severally, on a senior secured basis by all of the Issuer's direct
and indirect wholly owned restricted subsidiaries, including the
Issuer's professional service affiliates, in each case organized
under the laws of the United
States or any political subdivision thereof that are
guarantors under the Issuer's revolving credit facility, which,
following the consummation of the Alliance Acquisition, will
include Alliance and certain of its subsidiaries.
The Private Offering is exempt from the registration
requirements of the Securities Act of 1933, as amended (the
"Securities Act"). The Notes were offered and sold only to persons
reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act and in offshore
transactions in reliance on Regulation S under the Securities Act.
The Notes and related guarantees will not be registered under the
Securities Act or any state securities laws and may not be offered
or sold in the United States
absent registration or an applicable exemption from registration
requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes, the guarantees or any
other securities, nor shall it constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale
is unlawful.
This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act.
Forward-Looking Statements
Certain information in this press release constitutes
forward-looking information. In some cases, but not necessarily in
all cases, forward-looking information can be identified by the use
of forward-looking terminology such as "plans", "targets",
"expects" or "does not expect", "is expected", "an opportunity
exists", "is positioned", "estimates", "intends", "assumes",
"anticipates" or "does not anticipate" or "believes", or variations
of such words and phrases or state that certain actions, events or
results "may", "could", "would", "might", "will" or "will be
taken", "occur" or "be achieved". In addition, any statements that
refer to expectations, projections or other characterizations of
future events or circumstances contain forward-looking information.
Statements containing forward-looking information are not
historical facts but instead represent management's expectations,
estimates and projections regarding future events.
Forward-looking information is necessarily based on a number of
opinions, assumptions and estimates that, while considered
reasonable by Akumin as of the date of this press release, are
subject to known and unknown risks, uncertainties, assumptions and
other factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to the factors described in greater detail in the
"Risk Factors" section of our Annual Information Form dated
March 31, 2021, which is available at
www.sedar.com and www.sec.gov. These factors are not intended to
represent a complete list of the factors that could affect Akumin;
however, these factors should be considered carefully. There can be
no assurance that such estimates and assumptions will prove to be
correct. The forward-looking statements contained in this press
release are made as of the date of this press release, and Akumin
expressly disclaims any obligation to update or alter statements
containing any forward-looking information, or the factors or
assumptions underlying them, whether as a result of new
information, future events or otherwise, except as required by
law.
SOURCE Akumin Inc.