September 9, 2014
Boyd Group Income Fund Announces a Bought Deal Financing for Gross Proceeds of Approximately C$100,000,000
Not for distribution to U.S. newswire services or for dissemination in the United StatesWinnipeg, Manitoba — September 9, 2014
— Boyd Group Income Fund (TSX: BYD.UN) (the “Fund,” “Boyd” or the “Boyd Group”) today announced that it has entered into an agreement with National Bank Financial Inc. on behalf of a syndicate of underwriters consisting of National Bank Financial Inc. and Cormark Securities Inc., acting as co-leads and joint bookrunners, and including CIBC World Markets Inc., GMP Securities Ltd., Laurentian Bank Securities Inc., Scotia Capital Inc. and Octagon Capital Corp. (collectively, the “Underwriters”), pursuant to which the Fund will issue from treasury, and the Underwriters shall purchase on a “bought-deal” basis, 1,181,000 trust units (the “Units”) at a price of $42.35 per Unit for gross proceeds to the Fund of approximately $50,000,000 and $50,000,000 aggregate principal amount of 5.25% convertible unsecured subordinated debentures due October 31, 2021 (the “Debentures”) (the “Offering”). The Units and Debentures will be offered to the public by way of a short form prospectus.
The Fund intends to use the net proceeds of the Offering to repay bank indebtedness under its revolving credit facility as well as to fund acquisitions and for general corporate purposes.
The Fund has also granted to the underwriters an over-allotment option to purchase up to an additional 177,150 Units at a price of $42.35 per Unit and approximately $7,500,000 aggregate principal amount of Debentures, representing 15% of the size of the Offering. The over-allotment option may be exercised until 30 days following the closing of the offering.
The Fund expects to file a preliminary short form prospectus relating to the Offering on September 15, 2014 and closing of the Offering is expected to occur on or about September 29, 2014. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange. The Units and the Debentures will be offered in each of the provinces of Canada, excluding Quebec, and if offered in the United States, by way of private placement in accordance with applicable registration exemptions.
Concurrently with the Offering and in a separate transaction, Eddie Cheskis, chief executive officer of Glass America LLC, will be selling 200,000 Units, on an underwritten block trade basis, at a price of $42.35 per Unit for gross proceeds of $8,470,000. Upon completion of this transaction, Eddie Cheskis will continue to hold 218,053 Units in the Fund. This separate transaction is expected to close on or about September 29, 2014. The completion of the Offering is not conditional upon the completion of Mr. Cheskis’ transaction.
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 non-franchised collision repair centers in North America in terms of number of locations and one of the largest in terms of sales. The Company operates locations in five Canadian provinces under the trade name Boyd Autobody & Glass (http://www.boydautobody.com
), as well as in 15 U.S. states under the trade names Gerber Collision & Glass (http://www.gerbercollision.com
), Collision Revision and Collex. The Company is also a major retail auto glass operator in the U.S. with locations across 28 U.S. states under the trade names Gerber Collision & Glass, Glass America, Auto Glass Services, Auto Glass Only, Auto Glass Authority and S&L Glass. The Company also operates two third party administrators that offer first notice of loss, glass and related services. Gerber National Glass Services is an auto glass repair and replacement referral business with approximately 3,000 affiliated service providers throughout the U.S. under the “Gerber National Glass Services” name and “Netcost Claims Services” which in addition to its referral business, also owns and operates its own call center and offers roadside assistance services. 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 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. For more information on The Boyd Group Inc. or Boyd Group Income Fund, please visit our website at http://www.boydgroup.com
.For further information, please contact:
President & CEO
Tel: (204) 895-1244 firstname.lastname@example.org
Tel: (416) 815-0700 or toll free 1-800-385-5451 (ext. 290) email@example.com
Dan Dott Chief
Tel: (204) 895-1244 firstname.lastname@example.org 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; cash distributions not guaranteed; inability to successfully integrate acquisitions; economic downturn; operational performance; rapid growth; loss of key customers; brand management and reputation; insurance risk; quality of corporate governance; tax position risk; risk of litigation; acquisition risk; credit & refinancing risks; dependence on key personnel; employee relations; decline in number of insurance claims; market environment change; reliance on technology; weather conditions; expansion into new markets; fluctuations in operating results and seasonality; increased government regulation and tax risk; Canadian tax related risk; execution on new strategies; operating hazards; energy costs; U.S. health care costs and workers compensation claims; low capture rates; key supplier relationships; capital expenditures; competition; potential undisclosed liabilities associated with acquisitions; foreign currency risk; margin pressure; acquisition and start-up growth and ongoing access to capital; environmental, health and safety risk; interest rates; unitholder liability limitation 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.