CI Financial Corp. (“CI” or the “Company”) (TSX: CIX) today
announced that it has commenced a cash tender offer (the “Tender
Offer”) to purchase any and all of its outstanding 4.100% Notes due
2051 (the “Notes”), as specified in the table below. Unless
specified otherwise, references to “$” are to U.S. dollars.
Capitalized terms used but not defined in this announcement have
the meanings given to them in the Offer to Purchase (as defined
below).
Title of Security
CUSIP /
ISIN Numbers
Principal Amount
Outstanding
UST Reference Security
Bloomberg Reference
Page(1)
Fixed Spread (basis
points)(2)
4.100% Notes due 2051
125491 AP5 / US125491AP51
$900,000,000
4.25% UST due February 15,
2054
FIT1
+245
(1)
The Bloomberg Reference Page is provided
for convenience only. To the extent any Bloomberg Reference Page
changes prior to the Price Determination Date, the Dealer Managers
will quote the Reference Treasury Security from the updated
Bloomberg Reference Page.
(2)
Includes the Early Tender Premium of
$50.00 per $1,000 principal amount of Notes.
The full terms and conditions of the Tender Offer are described
in an Offer to Purchase dated May 21, 2024 (as it may be amended or
supplemented, the “Offer to Purchase”). The Tender Offer is subject
to the satisfaction of certain conditions as set forth in the Offer
to Purchase, including the receipt of aggregate gross proceeds from
the Company’s Concurrent Notes Offering on terms satisfactory to
the Company, on or prior to the Early Settlement Date in an amount
that, in the Company’s sole discretion, is sufficient to effect the
repurchase of the Notes validly tendered and accepted for purchase
pursuant to the Tender Offer.
Subject to applicable law, the Company may waive any and all of
these conditions or extend, terminate or withdraw the Tender Offer,
including on or after the Price Determination Date. The Tender
Offer is not conditioned upon any minimum amount of Notes being
tendered.
The Tender Offer will expire at 5:00 p.m., New York City time,
on June 20, 2024, unless extended (such date and time, as the same
may be extended, the “Expiration Date”) or earlier terminated. In
order to receive the applicable Total Tender Offer Consideration,
holders of Notes subject to the Tender Offer must validly tender
and not validly withdraw their Notes before the Early Tender
Deadline, which is 5:00 p.m., New York City time, on June 4, 2024,
unless extended. Holders of Notes subject to the Tender Offer who
validly tender their Notes after the Early Tender Deadline and
before the Expiration Date and whose Notes are accepted for
purchase will receive the applicable Late Tender Offer
Consideration.
The applicable Total Tender Offer Consideration for each $1,000
in principal amount of Notes tendered and not withdrawn before the
Early Tender Deadline and accepted for payment pursuant to the
Tender Offer on the Early Settlement Date (as defined below) will
be determined in the manner described in the Offer to Purchase. The
consideration will be determined by reference to the fixed spread
for the of Notes over the yield based on the bid-side price of the
Reference U.S. Treasury Security specified in the table above, as
fully described in the Offer to Purchase. The consideration will be
calculated by the Dealer Managers for the Tender Offer at 10:00
a.m., New York City time, on the business day immediately following
the Early Tender Deadline, unless extended (such date and time, as
the same may be extended, the “Price Determination Date”). The
Price Determination Date is expected to be June 5, 2024. The Early
Tender Premium is $50 per $1,000 principal amount of Notes. The
Late Tender Offer Consideration for the Notes purchased pursuant to
the Tender Offer will be calculated by taking the Total Tender
Offer Consideration for the Notes and subtracting from it the Early
Tender Premium of $50 per $1,000 principal amount of Notes.
In addition to the applicable Total Tender Offer Consideration
or applicable Late Tender Offer Consideration, as the case may be,
accrued and unpaid interest up to, but not including, the
applicable Settlement Date will be paid in cash on all validly
tendered Notes accepted for purchase in the Tender Offer. The
purchase price plus accrued and unpaid interest for Notes that are
validly tendered and not validly withdrawn on or before the Early
Tender Deadline and accepted for purchase will be paid by the
Company in same day funds promptly following the Early Tender
Deadline (the “Early Settlement Date”). The Company expects that
the Early Settlement Date will be June 7, 2024, the second business
day after the Early Tender Deadline. The purchase price plus
accrued and unpaid interest for Notes that are validly tendered
after the Early Tender Deadline and on or before the Expiration
Date and accepted for purchase will be paid by the Company in same
day funds promptly following the Expiration Date (the “Final
Settlement Date”). The Company expects that the Final Settlement
Date will be June 24, 2024, the second business day after the
Expiration Date. No tenders will be valid if submitted after the
Expiration Date. Holders of Notes subject to the Tender Offer who
validly tender their Notes on or before the Early Tender Deadline
may not withdraw their Notes after 5:00 p.m., New York City time,
on June 4, 2024, unless extended (such date and time, as the same
may be extended, the “Withdrawal Deadline”), except in the limited
circumstances described in the Offer to Purchase. Holders of Notes
subject to the Tender Offer who validly tender their Notes after
the Withdrawal Deadline but on or before the Expiration Date may
not withdraw their Notes except in the limited circumstances
described in the Offer to Purchase.
From time to time, the Company may purchase additional Notes in
the open market, in privately negotiated transactions, through
tender offers or otherwise, or may redeem Notes pursuant to the
terms of the indenture governing the Notes. Any future purchases or
redemptions may be on the same terms or on terms that are more or
less favorable to Holders of Notes than the terms of the Tender
Offer. Any future purchases by the Company will depend on various
factors existing at that time. There can be no assurance as to
which, if any, of these alternatives (or combinations thereof) the
Company may choose to pursue in the future. The effect of any of
these actions may directly or indirectly affect the price of any
Notes that remain outstanding after the consummation or termination
of the Tender Offer.
Notwithstanding any other provision of the Tender Offer, the
Company’s obligation to accept for purchase, and to pay for, Notes
validly tendered and not validly withdrawn, if applicable, pursuant
to the Tender Offer is subject to the satisfaction or waiver of
certain conditions specified in the Offer to Purchase, which
conditions may be waived by the Company in its sole discretion,
subject to applicable law.
BofA Securities, Inc. and RBC Capital Markets, LLC are the
Dealer Managers for the Tender Offer. D.F. King & Co., Inc. is
the Tender Agent and Information Agent. Holders of the Notes are
urged to read the Offer to Purchase carefully. Persons with
questions regarding the Tender Offer should contact BofA
Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980)
387-5602 (collect) or debt_advisory@bofa.com or RBC Capital
Markets, LLC at +1 (877) 381-2099 (toll-free) or +1 (212) 618-7843
(collect) or liability.management@rbccm.com. Questions regarding
the tendering of Notes and requests for copies of the Offer to
Purchase and related materials should be directed to D.F. King
& Co., Inc. at (212) 269-5550 (for banks and brokers) or (800)
317-8033 (all others, toll-free) or email CE@dfking.com.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. In addition, statements
in this news release regarding the Concurrent Notes Offering shall
not constitute an offer to sell or a solicitation of an offer to
buy any securities in the Concurrent Notes Offering. The Tender
Offer is made only by the Offer to Purchase and the information in
this news release is qualified by reference to the Offer to
Purchase dated May 21, 2024. There is no separate letter of
transmittal in connection with the Offer to Purchase. The Tender
Offer is not being made in, nor will the Company accept tenders of
Notes from, any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction.
None of the Company, the Company’s board of directors, the
Dealer Managers, the Tender Agent and Information Agent or the
trustees with respect to the Notes is making any recommendation as
to whether holders should tender any Notes in response to the
Tender Offer, and neither Company nor any such other person has
authorized any person to make any such recommendation. Holders must
make their own decision as to whether to tender any of their Notes,
and, if so, the principal amount of Notes to tender.
About CI Financial Corp.
CI is a diversified global asset and wealth management company
operating primarily in Canada, the United States and Australia.
Founded in 1965, CI has developed world-class portfolio management
talent, extensive capabilities in all aspects of wealth planning,
and a comprehensive product suite. CI manages, advises on and
administers approximately $467.9 billion in client assets (as at
April 30, 2024).
CI operates in three segments:
- Asset Management, which includes CI Global Asset Management,
which operates in Canada, and GSFM, which operates in
Australia.
- Canadian Wealth Management, which includes the operations of CI
Assante Wealth Management, Aligned Capital Partners, CI Private
Wealth, Northwood Family Office, Coriel Capital, CI Direct
Investing and CI Investment Services.
- U.S. Wealth Management, which includes Corient Private Wealth,
an integrated wealth management firm providing comprehensive
solutions to ultra-high-net-worth and high-net-worth clients across
the United States.
CI is headquartered in Toronto and listed on the Toronto Stock
Exchange (TSX: CIX).
Forward-Looking Statements
This press release contains forward-looking statements
concerning anticipated future events, results, circumstances,
performance or expectations with respect to CI and its products and
services, including its business operations, strategy and financial
performance and condition. Forward-looking statements are typically
identified by words such as “believe”, “expect”, “foresee”,
“forecast”, “anticipate”, “intend”, “estimate”, “goal”, “plan” and
“project” and similar references to future periods, or conditional
verbs such as “will”, “may”, “should”, “could” or “would”. These
statements are not historical facts but instead represent
management beliefs regarding future events, many of which by their
nature are inherently uncertain and beyond management’s control. In
particular, these statements include, without limitation,
statements about the expected timing of the Tender Offer and the
terms and conditions of the Tender Offer, including the Company’s
concurrent notes offering.
Although management believes that the expectations reflected in
such forward-looking statements are based on reasonable
assumptions, such statements involve risks and uncertainties. The
material factors and assumptions applied in reaching the
conclusions contained in the forward-looking statements include
that asset levels will remain stable. The foregoing list is not
exhaustive and the reader is cautioned to consider these and other
factors carefully and not to place undue reliance on
forward-looking statements. Other than as specifically required by
applicable law, CI undertakes no obligation to update or alter any
forward-looking statement after the date on which it is made,
whether to reflect new information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240520952583/en/
Investor Relations Jason Weyeneth, CFA Vice-President,
Investor Relations & Strategy 416-681-8779 jweyeneth@ci.com
Media Relations Canada Murray Oxby Vice-President,
Corporate Communications 416-681-3254 moxby@ci.com
United States Jimmy Moock Managing Partner, StreetCred
610-304-4570 jimmy@streetcredpr.com ci@streetcredpr.com
CompX (AMEX:CIX)
過去 株価チャート
から 5 2024 まで 6 2024
CompX (AMEX:CIX)
過去 株価チャート
から 6 2023 まで 6 2024
