Transaction Complements Existing Suite of
Private Alternative Investment Strategies
MONTREAL and HONG KONG, March 1,
2018 /PRNewswire/ - Fiera Capital Corporation ("Fiera
Capital" or the "Firm") (TSX: FSZ), announced today that it signed
a definitive agreement to acquire Clearwater Capital Partners, LLC
("Clearwater"), a leading Asia
focused credit and special situations investment firm.
Headquartered in Hong Kong,
Clearwater is a privately held
employee-owned asset manager with US$1.4
billion in assets under management. Clearwater's assets will be added to Fiera
Capital's Private Alternative Investments division, complementing
the Firm's existing suite of private alternative investment
strategies and adding extensive investment experience and depth
through offices and teams across the Asia-Pacific region.
"The transaction establishes Fiera Capital's Asia-Pacific footprint and provides a rare
opportunity to gain entry to the Asian private credit market," said
Vincent Duhamel, Global President
and Chief Operating Officer of Fiera Capital. "Combining
Clearwater's deep investment
experience in Asia with Fiera
Capital's global distribution capabilities enhances our ability to
meet the growing demand from clients for a full spectrum of
investments in credit and special situations."
John Valentini, Executive Vice
President, Global Chief Financial Officer and President, Private
Alternative Investments division of Fiera Capital, added, "As a
leading firm in credit and special situations, Clearwater comes to Fiera Capital with a
strong, culturally aligned senior leadership team that will add to
the bench strength of our existing Private Alternative Investments
division and provide an established platform to boost the growth
and distribution of an enhanced suite of private markets strategies
to clients. With a 16-year track record of solid performance, the
Clearwater team has an established
presence in the Asia credit space,
an industry which today represents US$50
trillion in investment opportunities."
Clearwater operates in five
offices across Asia-Pacific and
the United States (Hong Kong, Singapore, Seoul, Mumbai
and Connecticut) and specializes
in three core private credit investment strategies: direct lending,
stressed credit and distressed and special situations. From its
founding in 2001, Clearwater has
invested US$5.1 billion over 352
positions and exited US$5.8 billion
across 315 fully realized deals since inception (December 31, 2017E). Robert Petty and Amit
Gupta will continue to lead Clearwater as Co-CEOs and Co-CIOs.
"We are very excited to begin this new chapter in our business.
Our partnership with Fiera Capital allows us to leverage the
strength of a global network to continue delivering outstanding
returns and solutions to clients worldwide," said Robert Petty and Amit
Gupta, co-founders of Clearwater Capital Partners. "We
are proud to choose a partner that supports our investment
independence, and also celebrates our culture, entrepreneurship,
risk adjusted approach to building diversified portfolios while
mentoring best-in-class talent across our business. Joining Fiera
Capital is the clear next step to grow our business and continue to
provide profitable and innovative alternative investment solutions
to even more clients around the world."
The aggregate consideration paid at closing in connection with
the transaction will be US$21
million, subject to various adjustments. At closing, subject
to such adjustments, Fiera Capital will pay US$12 million in cash and will issue US$9 million in Fiera Capital Class A subordinate
voting shares. Additional contingent payment and earnout
considerations of up to US$44 million
will be paid over five years based on the achievement of financial
milestones. The acquisition is expected to be slightly accretive to
earnings in 2019.
The Class A subordinate voting shares will be issued by Fiera
Capital to the sellers at closing at a price per share equal to the
thirty (30) day aggregate volume-weighted average per share price
on the Toronto Stock Exchange for the period of the thirty (30)
consecutive trading days ending on the second-to-last full trading
day prior to the closing. Any Class A subordinate voting shares to
be issued by Fiera Capital to the sellers as earnout consideration
will be at a price per share equal to the five (5) day aggregate
volume-weighted average per share price on the Toronto Stock
Exchange for the period of the five (5) consecutive trading days
ending on the second-to-last full trading day prior to the
closing.
The acquisition, expected to close over the coming months, is
subject to customary conditions, including applicable regulatory
approvals and approval of the Toronto Stock Exchange.
Forward-Looking Statements
This announcement contains forward-looking statements. Past
performance is no guarantee of future results. All
investments pose the risk of loss. Fiera Capital considers any
statements that are not historical facts to be "forward-looking
statements". Without limitation, any statements preceded or
followed by or that include the words "targets", "plans",
"believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, identify forward-looking
statements. These forward-looking statements involve a number of
risks and uncertainties that could cause actual results to differ
materially from those suggested by them.
With respect to management expectations regarding accretion
resulting from this transaction in 2019, financial performance is
based on information available to management and certain
assumptions, including the accuracy of Clearwater's financial statements, the level
of client assets under management with Clearwater following the acquisition, as well
as assumptions regarding the growth in Clearwater's assets under management and
realization of synergies. Actual results could differ depending on
a number of factors, including the ability to retain key personnel
following the acquisition, the ability to retain clients and assets
under management following the acquisition, general market
conditions and currency fluctuations.
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
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 and annual consolidated financial statements, and
its 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 Clearwater Capital Partners
Clearwater is an investment
firm founded in December 2001 to
invest in credit and special situations across Asia, excluding Japan. Since inception, Clearwater has invested US$5.1 billion in the Asian region and currently
manages approximately US$1.4 billion
in assets across its investment vehicles. Clearwater's multi-disciplinary team is based
in five primary offices in Asia
and the United States. For more
information, please visit: www.clearwatercapitalpartners.com
About Fiera Capital Corporation
Fiera Capital is a leading independent asset management firm
with approximately C$128.9 billion in
assets under management as of December 31,
2017. The Firm provides institutional, retail and private
wealth clients with access to full-service integrated money
management solutions across traditional and alternative asset
classes. Clients and their portfolios derive benefit from Fiera
Capital's depth of expertise, diversified offerings and outstanding
service. Fiera Capital trades under the ticker FSZ on the Toronto
Stock Exchange. www.fieracapital.com
In the U.S., asset management services are provided by the
Firm'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 Firm's annual information form, is available on SEDAR
at www.sedar.com.
SOURCE Fiera Capital Corporation