MONTREAL, June 8, 2023
/CNW/ - Fiera Capital Corporation ("Fiera Capital" or the
"Company") (TSX: FSZ) is pleased to announce that it has entered
into an agreement with RBC Capital Markets, CIBC Capital Markets,
and Desjardins Capital Markets, as joint bookrunners, on behalf of
a syndicate of underwriters which also included National Bank
Financial Inc., Scotiabank, BMO Nesbitt Burns Inc., TD Securities
Inc., Raymond James Ltd., iA Private Wealth Inc. (collectively, the
"Underwriters"), whereby the Underwriters have agreed to purchase
$65 million aggregate principal
amount of senior subordinated unsecured debentures due December 31, 2026 (the "Debentures") at a price
of $1,000 per Debenture (the
"Offering"). Fiera Capital has also granted the underwriters an
option to purchase up to an additional $9.75
million aggregate principal amount of Debentures, on the
same terms and conditions, exercisable in whole or in part, for a
period of 30 days following closing of the Offering. The Offering
is expected to close on or about June 29,
2023.
The Debentures will bear interest at a rate of 8.25% per annum,
payable semi-annually in arrears on June
30 and December 31 of each
year, with the first interest payment on December 31, 2023. The December 31, 2023 interest payment will represent
accrued interest from the closing of the Offering, to but excluding
December 31, 2023. The Debentures
will mature on December 31, 2026 (the
"Maturity Date").
The Debentures will not be redeemable before December 31, 2025 (the "Call Date"), except upon
the occurrence of a change of control of the Company in accordance
with the terms of the indenture (the "Indenture") governing the
Debentures. On and after the Call Date and prior to the Maturity
Date, the Debentures will be redeemable, in whole or in part, from
time to time at the Company's option at par plus accrued and unpaid
interest, if any, up to but excluding the date set for redemption.
The Company shall provide not more than 60 nor less than 30 days'
prior notice of redemption of the Debentures.
The Company will have the option to satisfy its obligation to
repay the principal amount of the Debentures due at redemption or
maturity by issuing and delivering that number of freely tradeable
Class A subordinate voting shares (the "Class A Shares") in
accordance with the terms of the Indenture.
The Debentures will not be convertible into Class A Shares at
the option of the holders at any time.
The net proceeds of this Offering will be used to partially fund
the redemption of the Company's $110
million aggregate principal amount of 5.60% senior
subordinated unsecured debentures due July
31, 2024 (the "2024 Debentures") that the Company intends to
effect promptly after the closing of the Offering, and for general
corporate purposes. The foregoing is not a redemption notice with
respect to the 2024 Debentures. Any redemption of the 2024
Debentures will be made pursuant to a notice of redemption under
the indenture governing those securities.
The Debentures will be direct, senior subordinated unsecured
obligations of the Company which will rank pari passu with one
another and will rank (a) effectively subordinate to any existing
and future secured indebtedness of the Company but only (other than
with respect to the Senior Credit Facilities (as defined in the
Indenture)) to the extent of the value of the assets securing such
secured indebtedness, (b) subordinate to the obligations under the
current and future Senior Credit Facilities (as defined in the
Indenture), (c) pari passu with the Company's existing 2024
Debentures and 6.00% Senior Subordinated Unsecured Debentures due
June 30, 2027 (the "2027 Debentures") and, except as prescribed by
law, all existing and future unsecured indebtedness (other than the
Senior Credit Facilities) that by its terms is not subordinated in
right of payment to the Debentures, including indebtedness to trade
creditors, and (d) senior to all existing and future unsecured
indebtedness that by its terms is subordinated in right of payment
to the Debentures, including any convertible unsecured subordinated
debentures which may be issued by the Company in the future. In
addition, the Debentures will be structurally subordinated to all
existing and future indebtedness and other liabilities of the
Company's subsidiaries.
A preliminary short form prospectus will be filed with
securities regulatory authorities in all provinces of Canada. The Offering is subject to customary
regulatory approvals, including the approval of the Toronto Stock
Exchange.
The securities to be offered have not been and will not be
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 an applicable exemption from
the registration requirements of such Act. This news release shall
not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
Legal advisors
Legal advice is being provided to Fiera Capital by Fasken
Martineau DuMoulin LLP. Legal advice is being provided to the
underwriters by Norton Rose Fulbright Canada LLP.
Forward-Looking Statements
This document may contain certain forward-looking statements.
These statements relate to future events or future performance, and
reflect management's expectations or beliefs regarding future
events, including business and economic conditions and Fiera
Capital's growth, results of operations, performance and business
prospects and opportunities. In particular, this press release
includes forward-looking statements relating to the proposed timing
of completion of the Offering and the anticipated use of the net
proceeds of the Offering Such forward-looking statements reflect
management's current beliefs and are based on information currently
available to management. In some cases, forward-looking statements
can be identified by terminology such as "may", "will", "should",
"expect", "plan", "anticipate", "believe", "estimate", "predict",
"potential", "continue", "target", "intend" or the negative of
these terms, or other comparable terminology.
By their very nature, forward-looking statements involve
inherent risks and uncertainties, both general and specific, and a
number of factors could cause actual events or results to differ
materially from the results discussed in the forward-looking
statements. In evaluating these statements, readers should
specifically consider various factors that may cause actual results
to differ materially from any forward-looking statement.
These risks include, but are not limited to, the failure or
delay in satisfying any of the conditions to the completion of the
Offering. Additional factors include, but are not limited to,
market and general economic conditions, the nature of the financial
services industry, and the risks and uncertainties detailed from
time to time in Fiera Capital's interim condensed and annual
consolidated financial statements, and its latest Annual Report and
Annual Information Form filed on www.sedar.com. These
forward-looking statements are made as of the date of this
document, and Fiera Capital assumes no obligation to update or
revise them to reflect new events or circumstances.
About Fiera Capital Corporation
Fiera Capital is a leading independent asset management firm
with a growing global presence and approximately C$164.7 billion in assets under management as of
March 31, 2023. The Company delivers
customized and multi-asset solutions across public and private
market asset classes to institutional, financial intermediary and
private wealth clients across North
America, Europe and key
markets in Asia. Fiera Capital's
depth of expertise, diversified investment platform and commitment
to delivering outstanding service are core to Fiera Capital's
mission of being at the forefront of the investment management
science to foster sustainable prosperity for all our stakeholders.
Fiera Capital trades under the ticker FSZ on the Toronto Stock
Exchange.
In the U.S., asset management services are provided by the
Company's U.S. affiliates who are investment advisers that are
registered with the U.S. Securities and Exchange Commission (SEC).
Registration with the SEC does not imply a certain level of skill
or training.
Additional information about Fiera Capital Corporation,
including the Company's annual information form, is available on
SEDAR at www.sedar.com.
SOURCE Fiera Capital Corporation