/NOT FOR DISTRIBUTION IN THE UNITED
STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE
A VIOLATION OF UNITED STATES
SECURITIES LAW./
TSX-AD.UN
CALGARY, AB, March 3, 2021 /CNW/ - Alaris Equity Partners
Income Trust ("Alaris" or the "Trust") is pleased to
announce the completion of its previously announced bought deal
short-form prospectus offering (the "Offering") of trust
units of the Trust ("Trust Units"). The Offering was
conducted through a syndicate of underwriters co-led by Acumen
Capital Finance Partners Limited, Cormark Securities Inc., CIBC
Capital Markets, National Bank Financial Inc. and RBC Capital
Markets (collectively, the "Underwriters"). The Offering
consisted of 5,312,500 Trust Units issued at a price of
$16.00 per Trust Unit for aggregate
gross proceeds of $85.0 million.
The net proceeds of the Offering will be used to repay
outstanding indebtedness under Alaris' credit facility, including
amounts recently drawn to fund investments of US$66.0 million and US$22.5 million into Brown & Settle
Investments, LLC ("B&S") and 3E, LLC ("3E")
respectively (together the "B&S and 3E Investments"),
which cumulatively is expected to add approximately US$10.7 million ($13.6
million) of revenue and US$4.1
million ($5.2 million) of net
cash from operating activities. Following the closing of the
Offering and considering the financial impact from the recently
closed B&S and 3E Investments, Alaris estimates its Run Rate
Payout Ratio to be between 65% and 70%.
About the Trust:
Alaris, through its subsidiaries, provides alternative financing
to private companies ("Partners") in exchange for
distributions, dividends or interest (collectively, "Partner
Distributions") with the principal objective of generating
stable and predictable cash flows for distribution payments to its
unitholders. Partner Distributions are adjusted annually based on
the percentage change of a "top-line" financial performance measure
such as gross margin or same store sales and rank in priority to
the owner's common equity position.
This press release is not an offer of Trust Units for sale in
the United States. The Trust Units
may not be offered or sold in the United
States. Alaris has not registered and will not register the
Units under the U.S. Securities Act of 1933, as amended. Alaris
does not intend to engage in a public offering of Trust Units in
the United States. This press
release shall not constitute an offer to sell, nor shall there be
any sale of, the Trust Units in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
Non-IFRS Measures
The term Run Rate Payout Ratio is a financial measure used in
this news release that is not a standard measure under
International Financial Reporting Standards ("IFRS"). The
Trust's method of calculating Run Rate Payout Ratio may differ from
the methods used by other issuers. Therefore, the Trust's Run Rate
Payout Ratio may not be comparable to similar measures presented by
other issuers.
Run Rate Payout Ratio refers to Alaris' total
distribution per unit expected to be paid over the next twelve
months divided by the estimated net cash from operating activities
per unit that Alaris expects to generate over the same twelve month
period (after giving effect to the impact of all information
disclosed as of the date of this report).
FORWARD LOOKING STATEMENTS
This news release contains forward-looking statements,
including forward-looking statements within the meaning of "safe
harbor" provisions under applicable securities laws
("forward-looking statements"). Statements other than statements of
historical fact contained in this news release may be
forward-looking statements, including, without limitation,
management's expectations, intentions and beliefs concerning:
repayment of outstanding indebtedness under Alaris' credit
facility; the financial impact of the B&S and 3E Investments,
and the impact on Alaris' revenue and net cash from operating
activities, and Alaris' Run Rate Payout Ratio and the impact of the
B&S and 3E Investments thereon. Many of these statements can be
identified by words such as "believe", "expects", "will",
"intends", "projects", "anticipates", "estimates", "continues" or
similar words or the negative thereof. Any forward-looking
statements herein which constitute a financial outlook or
future-oriented financial information (collectively, "FOFI"),
including the impact on Run Rate Payout Ratio, revenue, and net
cash from operating activities were approved by management as of
the date hereof and have been included to provide an understanding
of Alaris' financial performance and are subject to the same risks
and assumptions disclosed herein. There can be no assurance that
the plans, intentions or expectations upon which these
forward-looking statements are based will occur.
By their nature, forward-looking statements require Alaris to
make assumptions and are subject to inherent risks and
uncertainties. Assumptions about the performance of the
Canadian and U.S. economies over the next 24 months and how that
will affect Alaris' business and that of its Partners (including,
without limitation, the ongoing impact of COVID-19) are material
factors considered by Alaris management when setting the outlook
for Alaris. Key assumptions include, but are not limited to,
assumptions that: the Canadian and U.S. economies will begin to
recover from the ongoing economic downturn created by the response
to COVID-19 within the next twelve months, interest rates will not
rise in a material way over the next 12 to 24 months, that those
Alaris Partners detrimentally affected by COVID-19 will recover
from the pandemic's impact and return to their current operating
environments, following a recovery from the COVID-19 impact, the
businesses of the majority of our Partners will continue to grow,
more private companies will require access to alternative sources
of capital and that Alaris will have the ability to raise required
equity and/or debt financing on acceptable terms. Management of
Alaris has also assumed that the Canadian and U.S. dollar trading
pair will remain in a range of approximately plus or minus 15% of
the current rate over the next 6 months. In determining
expectations for economic growth, management of Alaris primarily
considers historical economic data provided by the Canadian and
U.S. governments and their agencies as well as prevailing economic
conditions at the time of such determinations.
Forward-looking statements are subject to risks,
uncertainties and assumptions and should not be read as guarantees
or assurances of future performance. The actual results of the
Trust and the Partners could materially differ from those
anticipated in the forward-looking statements contained herein as a
result of certain risk factors, including, but not limited to: the
use of proceeds from the Offering as described herein may change;
how many Partners will be impacted by the COVID-19 and the extent
of such impact; the ability of our Partners and, correspondingly,
Alaris to meet performance expectations for 2021 and beyond as a
result of COVID-19 or otherwise; any change in the senior
lenders under the Alaris' credit facility outlook for Alaris'
business; management's ability to assess and mitigate the
impacts of COVID-19; the dependence of Alaris on the Partners;
reliance on key personnel; general economic conditions, including
the ongoing impact of COVID-19 on the Canadian, U.S. and global
economies; failure to complete or realize the anticipated benefit
of Alaris' financing arrangements with the Partners; a failure of
the Trust or any Partners to obtain required regulatory approvals
on a timely basis or at all; changes in legislation and regulations
and the interpretations thereof; risks relating to the Partners and
their businesses, including, without limitation, a material change
in the operations of a Partner or the industries they operate in;
inability to close additional Partner contributions in a timely
fashion, or at all; a change in the ability of the Partners to
continue to pay Alaris' distributions; a change in the unaudited
information provided to the Trust; a failure of a Partner (or
Partners) to realize on their anticipated growth strategies;
a failure to achieve resolutions for outstanding issues with
Partners on terms materially in line with management's expectations
or at all; and a failure to realize the benefits of any concessions
or relief measures provided by Alaris to any Partner or to
successfully execute an exit strategy for a Partner where desired.
Additional risks that may cause actual results to vary from those
indicated are discussed under the heading "Risk Factors" and
"Forward Looking Statements" in the Trust's Management Discussion
and Analysis for the year ended December 31,
2019, which is filed under the Trust's profile at
www.sedar.com and on its website at
www.alarisequitypartners.com.
Readers are cautioned that the assumptions used in the
preparation of forward-looking statements, including FOFI, although
considered reasonable at the time of preparation, based on
information in Alaris' possession as of the date hereof, may prove
to be imprecise. In addition, there are a number of factors that
could cause Alaris' actual results, performance or achievement to
differ materially from those expressed in, or implied by, forward
looking statements and FOFI, or if any of them do so occur, what
benefits the Trust will derive therefrom. As such, undue reliance
should not be placed on any forward-looking statements, including
FOFI. The Trust has included the forward-looking statements and
FOFI in order to provide readers with a more complete perspective
on Alaris' future operations and such information may not be
appropriate for other purposes. The forward-looking statements,
including FOFI, contained herein are expressly qualified in their
entirety by this cautionary statement. Alaris disclaims any
intention or obligation to update or revise any forward-looking
statements, including FOFI, whether as a result of new information,
future events or otherwise, except as expressly required by
applicable securities legislation.
Neither the TSX nor its Regulation Services Provider (as
that term is defined in the policies of the TSX) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Alaris Equity Partners Income Trust