December 11, 2019
Boyd Obtains Final Court Order Regarding the Proposed Corporate Conversion Arrangement
Winnipeg, Manitoba – December 11, 2019 – Boyd Group Income Fund (TSX: BYD.UN) (“the Fund”, “the Boyd Group” or “Boyd”) announced today that the final order from the Court of Queen’s Bench of Winnipeg approving the plan of arrangement (the “Arrangement”) has been obtained.The Arrangement was approved by 97.77% of the votes cast at a Special Meeting of unitholders and 100% of the votes cast at a Special Meeting of shareholders of Boyd Group Holdings Inc., both meetings having been held on December 2, 2019.The Arrangement will result in the conversion of the Fund from an income trust to a public corporation named Boyd Group Services Inc. (“BGSI”), which will continue the business of The Boyd Group Inc. and its subsidiaries as one of the largest operators of non-franchised collision repair centers in North America in terms of number of locations and sales.
Subject to certain conditions and filings, the Arrangement is anticipated to be effective January 1, 2020.Boyd continues to be on track to satisfy or waive all remaining conditions.
The Fund is expected to continue to declare monthly distributions through to the conversion, with the last such distribution to be declared on December 17, 2019 payable on January 29, 2020 to the unitholders of record on December 31, 2019. It is expected that BGSI will adopt a quarterly dividend policy of $0.138 per common share per quarter, or $0.552 on an annual basis, which is equivalent to the Fund’s current distribution policy.The first such quarterly dividend is expected to be declared on March 17, 2020 payable to shareholders of record on March 31, 2020, payable on April 28, 2020.
Full details of the Arrangement and certain other matters are set out in Boyd’s management information circular dated October 14, 2019 (the “Information Circular”).A copy of the Information Circular and other meeting materials are available at www.boydgroup.com and on SEDAR under Boyd’s profile at www.sedar.com.
About The Boyd Group Income Fund
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. Boyd Group Income Fund units trade on the Toronto Stock Exchange (TSX) under the symbol BYD.UN.For more information on The Boyd Group Inc. or Boyd Group Income Fund, please visit our website at http://www.boydgroup.com.
About The Boyd Group Inc.
The Boyd Group Inc. (the “Company”), directly and through subsidiaries, is one of the largest operators of non-franchised collision repair centres in North America in terms of number of locations and sales. The Company operates locations in five Canadian provinces under the trade name Boyd Autobody & Glass (http://boydautobody.com) and Assured Automotive (http://www.assuredauto.ca), as well as in 27 U.S. states under the trade name Gerber Collision & Glass (http://www.gerbercollision.com). The Company uses newly acquired brand names during a transition period until acquired locations have been rebranded.The Company is also a major retail auto glass operator in the U.S. with operations across 34 U.S. states under the trade names Gerber Collision & Glass, Glass America, Auto Glass Service, Auto Glass Authority and Autoglassonly.com. The Company also operates a third party administrator, Gerber National Claims Services (“GNCS”), that offers glass, emergency roadside and first notice of loss services. GNCS has approximately 5,500 affiliated glass provider locations and 4,600 affiliated emergency roadside services providers throughout the U.S. For more information on The Boyd Group Inc. or Boyd Group Income Fund, please visit our website at (http://www.boydgroup.com).
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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: dependence upon The Boyd Group Inc. and its Subsidiaries; operational performance; acquisition risk; employee relations and staffing; brand management and reputation; market environment change; reliance on technology; foreign currency risk; loss of key customers; decline in number of insurance claims; margin pressure and sales mix changes; weather conditions; competition; access to capital; dependence on key personnel; tax position risk; quality of corporate governance; economic downturn; increased government regulation and tax risk; environmental, health and safety risk; fluctuations in operating results and seasonality; risk of litigation; execution on new strategies; insurance risk; cash distributions not guaranteed; unitholder limited liability is subject to contractual and statutory assurances that may have some enforcement risks; real estate management; interest rates; U.S. health care costs and workers compensation claims; low capture rates; energy costs; capital expenditures; 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.