September 6, 2011
Boyd Group Income Fund Announces $13.975 Million Treasury and $7.1 Million Secondary Bought Deal Financing
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Boyd Group Income Fund (TSX:BYD.UN) (“the Fund,” “Boyd” or “the Boyd Group”) today entered into an agreement with Cormark Securities Inc. on behalf of a syndicate of underwriters consisting of Cormark Securities Inc., CIBC World Markets Inc., acting as co-leads and joint bookrunners, and including National Bank Financial and Octagon Capital Corp. (collectively, the “Underwriters”) pursuant to which the Underwriters have agreed to purchase 1,963,231 Units (the “Offering”) and offer them to the public by way of short form prospectus.
The Offering is comprised of: i) 1,300,000 trust units (“Units”) from treasury, ii) 463,231 Units being sold from entities under the control or direction of Terry Smith, Executive Chairman of Boyd Group Income Fund and ii) 200,000 Units being sold by Edward Cheskis (the “Selling Unitholders”), at a price of $10.75 per Unit.
The Underwriters will also have the option, exercisable in whole or in part at any time up to 30 days after the closing of the Offering, to purchase from treasury up to an additional 195,000 Units for market stabilization purposes and to cover over-allotments, if any. In the event that the option is exercised in its entirety, the aggregate gross proceeds of the Offering will be $21.1 million. Closing of the Offering is expected to occur on or about September 27, 2011 and is subject to regulatory approval including that of the Toronto Stock Exchange.
The Units to be issued under the Offering will be offered by way of a short form prospectus in the provinces of Ontario, Manitoba, Saskatchewan, Alberta and British Columbia and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and certain other jurisdictions.
The net proceeds of the Offering will be used to reduce debt levels and position the Fund for future growth and development.
“We believe it is an advantageous time for the Fund to further strengthen its capital structure and balance sheet,” said Brock Bulbuck, President and Chief Executive Officer of the Boyd Group. “Raising equity capital now will provide additional financial flexibility and allow us to continue to execute on the Fund’s growth strategy into the future. In addition, with Terry’s now planned retirement within the next couple of months, the Fund’s equity offering will also provide the opportunity for the disposition of all of Terry’s remaining Units in a controlled manner without disruption to the market.”
This news release does not constitute an offer of securities for sale 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, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About The Boyd Group Inc.
The Boyd Group Inc. is the largest operator of collision repair centres in North America. The Company operates locations in the four Western Canadian provinces under the trade name Boyd Autobody & Glass, as well as in 13 U.S. states under the trade names Gerber Collision & Glass, True2Form, and Cars Collision. The Company also operates Gerber National Glass Services, an auto glass repair and replacement referral business with approximately 3,000 affiliated service providers throughout the United States. For more information on The Boyd Group Inc. or Boyd Group Income Fund, please visit our website at www.boydgroup.com.
About The Boyd Group Income Fund
The Boyd Group Income Fund is an unincorporated, open-ended mutual fund trust created for the purposes of acquiring and holding certain investments, including a majority interest in The Boyd Group Inc. and its subsidiaries. The Boyd Group Income Fund units trade on the Toronto Stock Exchange (TSX) under the symbol BYD.UN.
Caution concerning forward-looking statements
Statements made in this press release, other than those concerning historical financial information, may be forward-looking and therefore subject to various risks and uncertainties. Some forward-looking statements may be identified by words like “may”, “will”, “anticipate”, “estimate”, “expect”, “intend”, or “continue” or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on such statements, as actual results may differ materially from those expressed or implied in such statements. Factors that could cause results to vary include, but are not limited to: the economic downturn; loss of key customers; fluctuations in cash distributions; dependence on the Fund’s operating subsidiary to pay its interest obligations; loss of services of key senior management personnel; damage to the Company’s brand; variation in the number of insurance claims; margin pressure; management of credit and refinancing risks; responding to changes in the market environment; technology risks; the management of key supplier relationships; capital expenditures; competition from established competitors and new entrants in the businesses in which the Company operates; employee relations; the ability to complete acquisitions of collision repair facilities and other businesses and to integrate these acquisitions successfully; the ability to identify start-up locations and reach anticipated profitability levels; potential discovery of undisclosed liabilities associated with acquisitions; energy costs; weather conditions; operational and infrastructure risks including possible equipment failure and performance of information technology systems; fluctuations in operating results and seasonality; ability to expand into the United States; insurance coverage of sufficient scope to satisfy any liability claims; environmental risk; interest rate fluctuations and general economic conditions; quality of corporate governance; pending and proposed legislative or regulatory developments including the impact of changes in laws, regulations and the enforcement thereof; quality of internal control systems; fluctuations in foreign currencies; fluctuations in the cost of benefit plans; impact of government owned insurance; and the possible impacts from public health emergencies, international conflicts and other developments including those relating to terrorism; and the Fund’s success in anticipating and managing the foregoing risks.
We caution that the foregoing list of factors is not exhaustive and that when reviewing our forward-looking statements, investors and others should refer to the “Risk Factors” section of the Fund’s Annual Information Form, the “Risks and Uncertainties” and other sections of our Management’s Discussion and Analysis of Operating Results and Financial Position and our other periodic filings with Canadian securities regulatory authorities. All forward-looking statements presented herein should be considered in conjunction with such filings.
Boyd Group Income Fund
President & CEO
Boyd Group Income Fund
VP & CFO
(416) 815-0700 / 1-800-385-5451 (ext. 242)