/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Dec. 11, 2018 /CNW/ - Accord Financial Corp.
("Accord" or the "Company") (TSX: ACD) announced today that further
to its news release dated November 23,
2018, it has filed a final short form prospectus with the
securities regulatory authorities in all of the provinces of
Canada in connection with a
marketed public offering of 15,000 convertible unsecured
subordinated debentures of Accord (the "Initial Debentures") at a
price of $1,000 per Initial Debenture
(the "Issue Price"), for gross proceeds of $15 million (the "Offering"). Accord also expects
to issue to certain existing shareholders, certain insiders of
Accord and other individuals resident in the United States on a private placement basis
3,400 convertible unsecured subordinated debentures (the "Private
Placement Debentures") for gross proceeds of $3.4 million, which together with the gross
proceeds from the Initial Debentures, represent an aggregate
principal amount of $18.4
million.
In connection with the Offering, Accord has entered into an
underwriting agreement with a syndicate of underwriters led by RBC
Capital Markets and CIBC Capital Markets (the "Underwriters").
Accord has also granted the Underwriters the option to purchase
up to an additional 2,250 convertible unsecured subordinated
debentures (the "Additional Debentures" and, together with the
Initial Debentures and the Private Placement Debentures, the
"Debentures"), at the Issue Price, for additional gross proceeds of
$2.25 million, exercisable in whole
or in part, at any time up to 30 days following the closing date of
the Offering.
Accord intends to use the net proceeds of the Offering and
non-brokered private placement to repay a portion of its
outstanding indebtedness under its credit facilities.
The Debentures will mature on December
31, 2023 (the "Maturity Date") and interest will be payable
semi-annually in arrears on June 30
and December 31 of each year,
commencing June 30, 2019. At the
holder's option, the Debentures may be converted into common shares
of Accord ("Common Shares") at any time prior to the close of
business on the earliest of (i) the business day immediately
preceding the Maturity Date; (ii) if called for redemption, on the
business day immediately preceding the date specified by the
Company for redemption of the Debentures; or (iii) if the Company
is required to offer to purchase such Debentures pursuant to a
change of control purchase offer, on the business day immediately
preceding the payment date. The initial conversion price (the
"Conversion Price") will be $13.50
per Common Share, and will be subject to adjustment in certain
circumstances.
The Debentures will be direct, subordinated, unsecured
obligations of Accord and will rank equally with one another and
subordinate to all other existing and future senior secured and
senior unsecured indebtedness of the Company, including accounts
payable to trade creditors, and will rank pari passu with all
future subordinated unsecured indebtedness of the Company.
The Debentures will not be redeemable by the Company prior to
December 31, 2021, except in limited
circumstances. On or after December 31,
2021 and at any time prior to December 31, 2022, the Debentures may be redeemed
by Accord, in whole or in part from time to time, on not more than
60 days' and not less than 40 days' prior notice at a redemption
price equal to 100% of their principal amount plus accrued and
unpaid interest thereon, if any, up to but excluding the date set
for redemption, provided that the arithmetic average of the volume
weighted average trading price of the Common Shares on the Toronto
Stock Exchange (the "TSX") for the 20 consecutive trading days
ending five trading days prior to the date on which notice of
redemption is provided is at least 125% of the Conversion Price. On
or after December 31, 2022 and prior
to the Maturity Date, Accord may, at its option, redeem the
Debentures, in whole or in part, from time to time at a redemption
price equal to 100% of their principal amount plus accrued and
unpaid interest thereon, if any.
The Offering is expected to close on or about December 18, 2018 and no later than December 27, 2018 and is subject to the
satisfaction of certain conditions including, but not limited to,
the receipt of all necessary approvals, including the approval of
the TSX.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction.
The Debentures and the Common Shares issuable upon the conversion,
redemption or maturity of the Debentures, have not been and will
not be registered under the U.S. Securities Act of 1933 (the "1933
Act") or any state securities laws. Accordingly, the Debentures may
not be offered or sold in the United
States, except pursuant to applicable exemptions from the
registration requirements of the 1933 Act and in compliance with
applicable state securities laws.
About Accord Financial Corp.
Accord Financial Corp. is a leading North American finance
company providing distinctive working capital solutions to
companies from coast-to-coast. Accord's flexible finance programs
cover the full spectrum of asset-based lending, including:
factoring, inventory finance, equipment leasing, trade finance and
film/media finance. For 40 years, Accord has helped businesses
manage their cash flows and maximize financial opportunities.
Forward-Looking Statements
This press release includes forward-looking statements about
Accord, including, but not limited to, Accord's use of proceeds of
the Offering and the non-brokered private placement as well as the
expected closing of the Offering. In certain cases, forward-looking
statements are statements that are predictive in nature, depend
upon or refer to future events or conditions, and/or can be
identified by the use of words such as 'expects', 'anticipates',
'intends', 'plans', 'believes', 'budgeted', 'estimates',
'forecasts', 'targets' or negative versions thereof and similar
expressions, and/or state that certain actions, events or results
'may', 'could', 'would', 'might' or 'will' be taken, occur or be
achieved.
Forward-looking statements are based on certain factors and
assumptions and are inherently subject to, among other things,
risks, uncertainties and assumptions about Accord's operations,
economic factors and the industry generally, as well as those
factors referred to in the "Risk Factors" section of the
preliminary short form prospectus filed in connection with the
Offering and in the "Risks and Uncertainties That Could Affect
Future Results" section on pages 23 and 24 of Accord's annual
report for the year ended December 31,
2017, which is incorporated by reference into its Annual
Information Form dated March 21,
2018. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future
events could differ materially from those expressed or implied by
forward-looking statements made by Accord. The reader is cautioned
to consider these and other factors carefully and not place undue
reliance on forward-looking statements, which may not be
appropriate for other purposes. Accord is under no obligation (and
expressly disclaims any such obligation) to update or alter the
forward-looking statements whether as a result of new information,
future events or otherwise, unless required by law.
The Offering is only made by the final short form prospectus.
The final short form prospectus contains important detailed
information about the securities being offered. Copies of the final
short form prospectus may be obtained from RBC Capital Markets at
416-842-5349 or Distribution.RBCDS@rbccm.com. Investors should read
the final short form prospectus before making an investment
decision.
SOURCE Accord Financial Corp.