Financing Summary
The Transaction is being financed through a combination of new bank debt and equity. Quisitive has secured committed debt financing from a syndicate of Canadian banks pursuant to an amendment to the terms of an existing loan agreement to increase the maximum commitment under the existing term loan by US$50 million which shall be used to fund a portion of the Transaction.
Quisitive has also entered into an agreement pursuant to which Scotiabank, Eight Capital and Canaccord Genuity, as joint bookrunners, together with a syndicate of underwriters (collectively, the “Underwriters”), will purchase on a “bought deal” basis 33,400,000 subscription receipts of the Company (the “Subscription Receipts”) at a price of $1.50 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds to Quisitive of $50,100,000 (the “Offering”). The Company has granted the Underwriters an option, exercisable, in whole or in part, at any time not later than the 30 th day following the closing of the Offering, to purchase up to an additional 15% of the Offering at the Issue Price for market stabilization purposes and to cover over-allotments, if any (the “Over-Allotment Option”). If the Over-Allotment Option is exercised in full, the total gross proceeds of the Offering will be $57,615,000.
Each Subscription Receipt shall represent the right of the holder to receive, upon satisfaction or waiver of certain release conditions (including the satisfaction of all conditions precedent to the completion of the Transaction other than the payment of the consideration price) (the “Escrow Release Conditions”), without payment of additional consideration, one Common Share, subject to adjustments and in accordance with a subscription receipt agreement to be entered into upon closing of the Offering (the “Subscription Receipt Agreement”).
The gross proceeds from the sale of the Subscription Receipts, less 50% of the Underwriters’ commission and the expenses of the Underwriters incurred in connection with the Offering, will be deposited and held in escrow pending the satisfaction or waiver of the Escrow Release Conditions by Computershare Trust Company of Canada, as subscription receipt and escrow agent under the Subscription Receipt Agreement. If the Escrow Release Conditions are not satisfied or waived prior to June 30, 2021 (subject to extensions in limited circumstances), the escrowed proceeds of the Offering will be returned on a pro rata basis to the holders of Subscription Receipts, together with the interest earned thereon, and the Subscription Receipts will be cancelled and have no further force and effect, all in accordance with the terms of the Subscription Receipt Agreement.
The Closing of the Offering is expected to occur on or about April 8, 2021 and is subject to TSXV and other necessary regulatory approvals.
The net proceeds from the Offering will be used to partially fund the cash portion of the Transaction.
The Subscription Receipts will be offered by way of (i) a prospectus supplement (the “Prospectus Supplement”) to Quisitive’s short form base shelf prospectus dated June 12, 2020, which Prospectus Supplement is expected to be filed with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada on or prior to March 31, 2021; (ii) in the United States by way of private placement pursuant to the exemption from registration provided for under Rule 144A of the United States Securities Act of 1933, as amended; and (iii) in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press 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 State in which such offer, solicitation or sale would be unlawful.
Concurrent Private Placement
Pursuant to existing contractual rights, FAX Capital Corp. (TSX: FXC & FXC.WT) ("FAX") has agreed to purchase 3,333,333 Subscription Receipts at the Issue Price for gross proceeds of $5,000,000 (the “Concurrent Private Placement”). The Concurrent Private Placement is expected to close concurrently with the Offering, subject to the TSXV and other necessary regulatory approvals. FAX will receive a capital commitment fee payment from the Company equal to 3.5 per cent of the aggregate subscription amount of the Concurrent Private Placement. The Subscription Receipts issuable to FAX will also be subject to a statutory four month and one day hold period.
The proceeds of the Concurrent Private Placement will be used to partially fund the cash consideration portion of the Transaction and for general corporate purposes.
Advisors and Counsel
Scotiabank is acting as exclusive financial advisors to Quisitive. Cassels Brock & Blackwell and Jaffe Raitt Heuer & Weiss, P.C. are acting as Canadian and U.S. legal counsel, respectively, to Quisitive. Elmcore Securities is acting as exclusive financial advisor to BankCard USA. Stikeman Elliott LLP and Roxborough Pomerance Nye & Adreani are acting as Canadian and U.S. legal counsel to BankCard. Wildeboer Dellelce LLP is acting as counsel to the Underwriters. Gardiner Roberts LLP is acting as counsel to the lenders on the debt financing.