October 29, 2014
Boyd Group Income Fund Completes Bought Deal Financing totalling C$112,809,100
Not for distribution to U.S. newswire services or for dissemination in the United States
Winnipeg, Manitoba – September 29, 2014 –
Boyd Group Income Fund (TSX: BYD.UN) (the “Fund,” “Boyd” or the “Boyd Group”) today announced that it has closed its previously announced approximate $100,000,000 bought deal financing (the “Offering”) consisting of 1,181,000 trust units (the “Units”) at a price of $42.35 per unit and $50,000,000 aggregate principal amount of 5.25% convertible unsecured subordinated debentures due October 31, 2021 (the “Debentures” and, together with the Units, the “Securities”). The Offering was led by National Bank Financial Inc. and Cormark Securities Inc., acting as co-leads and joint bookrunners, and included CIBC World Markets Inc., GMP Securities L.P., Laurentian Bank Securities Inc., Scotia Capital Inc. and Octagon Capital Corporation (collectively, the “Underwriters”). Concurrently with the closing, the Underwriters exercised their over-allotment option in full in respect of the Debentures (representing an additional aggregate principal amount of $7,500,000) and partially exercised their over-allotment option in respect of the Units acquiring an additional 125,000 Units at the offering price of the total 177,150 Units available, which increased the amount of gross proceeds realized under the Offering to $112,809,100.
The Debentures have a maturity date of October 31, 2021 and are convertible at the option of the holder into Units at a conversion price of $61.40 per Unit. The Debentures are listed for trading on the Toronto Stock Exchange (TSX) under the symbol “BYD.DB.A”.
The majority of the net proceeds of the Offering is intended to be used by Boyd to repay bank indebtedness under its revolving credit facility as well as to fund acquisitions and for general corporate purposes, allowing Boyd to further strengthen its balance sheet and position it to execute on its growth strategy into the future.
Concurrently with the Offering and in a separate transaction, Eddie Cheskis, Chief Executive Officer of Glass America LLC, completed the sale of 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, Mr. Cheskis will continue to hold 218,053 Units in the Fund.
The Securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the Securities in any state in which such officer, solicitation or sale would be unlawful.About The Boyd Group Income Fund
The Boyd Group Income Fund (http://www.boydgroup.com
) 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 Units, Boyd’s outstanding convertible unsecured subordinated debentures due December 31, 2017 and the Debentures are listed on the TSX under the symbols “BYD.UN”, “BYD.DB” and “BYD.DB.A”, respectively.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 16 U.S. states under the trade names Gerber Collision & Glass (http://www.gerbercollision.com
), Collision Revision, Collex Collision Experts and Champ’s Collision Centers. 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
).For further information, please contact:
President & CEO
Tel: (204) firstname.lastname@example.org
Tel: (416) 815-0700 or toll free 1-800-385-5451 (ext. 290)email@example.com
Chief Financial Officer
Tel: (204) firstname.lastname@example.orgCaution 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.