May 31, 2017

Founders Advantage Enters Into CAD $100 Million Senior Secured Credit Facility With Strategic Capital Provider, Sagard Credit Partners

CALGARY, ALBERTA–(Marketwired – May 31, 2017) – Founders Advantage Capital Corp. (TSX VENTURE:FCF) (the “Corporation”) is pleased to announce that it has entered into a USD $75 million (approx. CAD $100 million) senior secured credit facility (the “Senior Facility”) with Sagard Holdings ULC (“Sagard Holdings”), pursuant to which Sagard Credit Partners will be the lender. The proceeds from the Senior Facility will be used to repay the Corporation’s existing senior indebtedness, to complete further acquisitions and for general corporate purposes. The initial draw at closing under the Senior Facility is USD $42 million (approx. CAD $56 million), with additional draws subject to Sagard Holding’s further approval. The Senior Facility is expected to close on or about June 16, 2017.

Stephen Reid, President and Chief Executive Officer of the Corporation comments: “After considering various capital alternatives, we believe we have found a strategic partner that will be transformational for our long-term growth and success. The strategic relationship with Sagard Holdings provides us with the liquidity and financial flexibility required to prudently execute our business plan of investing in scalable and defensive founder-run companies. The Sagard Holdings team shares our view of building long-term shareholder value through a diverse portfolio of partnerships in founder run, not for sale, high free cash-flow, stable and well managed premium companies.”

Adam Vigna, Chief Investment Officer of Sagard Credit Partners, added: “We are very pleased to provide this facility to Founders Advantage, a team we have known for many years. Sagard Credit Partners is focused on providing credit to companies with strong fundamentals and where we have long-term relationships with management teams. We look forward to working closely with Founders to execute on the business plan and their growth strategy.”

The Senior Facility will have a five (5) year term and will bear interest at a rate of LIBOR plus 700 basis points (with a 1.00% LIBOR floor), payable quarterly on March 31, June 30, September 30 and December 31 each year. The Senior Facility will be secured by a first priority lien on all present and after-acquired assets of the Corporation. The borrowings under the Senior Facility are denominated in USD and the Corporation anticipates implementing a foreign currency hedging program to reduce currency risk.

As additional consideration for the Senior Facility, the Corporation has agreed to issue Sagard Holdings 2,078,568 non-transferable common share purchase warrants (the “Warrants”), which Warrants are equal to 5% of the Corporation’s fully diluted common shares outstanding as at the date hereof. Each Warrant entitles Sagard Holdings to acquire one common share of the Corporation at any time over the next five years upon payment of the Warrant exercise price. The Warrant exercise price for 1,039,284 Warrants is $3.508 (a 15% premium to the 30 day VWAP of the common shares) and the exercise price for the remaining 1,039,284 Warrants is $3.965 (a 30% premium to the 30 day VWAP of the common shares).

Closing of the Senior Facility is subject to customary closing conditions including the approval of the TSX Venture Exchange.

While the Corporation intends on repaying its existing credit facility with Alberta Treasury Branches with the proceeds of the Senior Facility, we would like to express our gratitude to ATB for their support to date which allowed the Corporation to advance its business plan.

About Sagard Credit Partners and Sagard Holdings

Sagard Credit Partners, part of Sagard Holdings, is focused on providing debt capital to middle market companies in Canada and the US. Sagard Credit Partners provides custom-tailored debt solutions, focusing on the needs of the borrower, and looks to invest in companies where it can develop deep, long term relationships.

Sagard Holdings is an investment firm based in New York and Toronto which invests long term equity and debt capital in middle market companies in the US and Canada through its affiliates, including Sagard Credit Partners.

About Founders Advantage Capital Corp.

The Corporation is listed on the TSX Venture Exchange as an Investment Issuer (Tier 1) and employs a permanent investment approach. The Corporation has developed an investment approach to create long-term value for its shareholders and partner entrepreneurs (investees) by pursuing majority interest acquisitions of cash flow positive middle-market privately held entities. The Corporation seeks to win mandates by appealing to the segment of the market which is not aligned with traditional private equity control, royalty monetizations or related structures. The Corporation’s innovative platform offers incentives (contractually) for growth in favour of our partner entrepreneurs. This unique platform is designed to appeal to entrepreneurs who believe in the growth of their businesses and who want the added ability to continue to manage the business with a long-term partner.

The Corporation’s common shares are listed on the TSX Venture Exchange under the symbol “FCF”.

For further information please refer to the Corporation’s website at www.advantagecapital.ca.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Cautionary Statement Regarding Forward-Looking Financial Information

Certain statements in this document constitute forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as “anticipate”, “believe”, “estimate”, “will”, “expect”, “plan”, “schedule”, “intend”, “propose”, or similar words suggesting future outcomes or an outlook. Forward-looking information in this document includes, but is not limited to:

  • the use of proceeds for the Senior Facility;
  • the closing date of the Senior Facility;
  • the Senior Facility being transformational for the Corporation’s long-term success;
  • the relationship with Sagard Holdings will allow the Corporation access to additional capital to execute the Corporation’s business plan;
  • the implementation of a foreign currency hedging program to effectively mitigate currency risk;
  • the expected pro-forma share ownership of Sagard Holdings after giving effect to the exercise in full of the Warrants; and
  • approval of the Senior Facility by the TSXV.

Such forward-looking information is based on a number of assumptions which may prove to be incorrect. Assumptions have been made with respect to the following matters, in addition to any other assumptions identified in this document:

  • the conditions to closing the Senior facility will be satisfied and all regulatory approvals will be obtained;
  • the Corporation will receive approval from Sagard Holdings for additional draws on the Senior Facility;
  • the Corporation and its investee entities will continue to operate consistent with expectations; and
  • that additional acquisitions will be available to the Corporation on terms and conditions acceptable to it.

Although the Corporation believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on them as the Corporation can give no assurance that such expectations will prove to be correct. Forward-looking information is based on expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Corporation and described in the forward-looking information. The material risks and uncertainties include, but are not limited to:

  • the inability to satisfy the closing conditions;
  • the inability to obtain TSXV approval for the Senior Facility;
  • unexpected changes in the financial markets;
  • the inability of the Corporation to identify additional acquisition targets on terms and conditions acceptable to it, or at all; and
  • changes in the general economic and business conditions of the Corporation or its investees.

The foregoing list of risks is not exhaustive. For more information relating to risks, see the section titled “Risk Factors” in the Corporation’s current annual information form. The forward-looking information contained in this document is made as of the date hereof and, except as required by applicable securities law, the Corporation undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise.

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