/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Nov. 23, 2018 /CNW/ - Accord Financial Corp.
("Accord" or the "Company") (TSX: ACD) announced today that it has filed a preliminary short form prospectus with the securities
regulatory authorities in all of the provinces of Canada in connection with a marketed public
offering (the "Offering") of $20 million aggregate principal amount of convertible unsecured
subordinated debentures of Accord (the "Debentures"). The Offering is being made through a syndicate of underwriters led by RBC
Capital Markets and CIBC Capital Markets. The pricing of the Debentures will be determined in the course of marketing. Accord
will use the net proceeds of the Offering to repay a portion of its outstanding indebtedness under its credit facilities and the
remainder for general corporate purposes.
Accord is raising capital in the public markets after seven straight quarters of growth in its average funds employed. "We're
excited to invite a new round of investors to participate in our growth", said Simon Hitzig, CEO,
adding "This debenture issue will form an important part of our capital base, allowing us to continue our growth path".
The Debentures will mature on December 31, 2023 (the "Maturity Date") and interest will be
payable semi-annually in arrears on June 30 and December 31 of each
year, commencing June 30, 2019. At the holder's option, the Debentures may be converted into common
shares of Accord ("Common Shares") at any time prior to the close of business on the earliest of (i) the business day immediately
preceding the Maturity Date; (ii) if called for redemption, on the business day immediately preceding the date specified by the
Company for redemption of the Debentures; or (iii) if the Company is required to offer to purchase such Debentures pursuant to a
change of control purchase offer, on the business day immediately preceding the payment date. The conversion price (the
"Conversion Price") will be determined at the time of pricing, and will be subject to adjustment in certain circumstances.
The Debentures will be direct, subordinated, unsecured obligations of Accord and will rank equally with one another and
subordinate to all other existing and future senior secured and senior unsecured indebtedness of the Company, including accounts
payable to trade creditors, and will rank pari passu with all future subordinated unsecured indebtedness of the Company.
The Debentures will not be redeemable by the Company prior to December 31, 2021, except in
limited circumstances. On or after December 31, 2021 and at any time prior to December 31, 2022, the Debentures may be redeemed by Accord, in whole or in part from time to time, on not more
than 60 days' and not less than 40 days' prior notice at a redemption price equal to 100% of their principal amount plus accrued
and unpaid interest thereon, if any, up to but excluding the date set for redemption, provided that the arithmetic average of the
volume weighted average trading price of the Common Shares on the Toronto Stock Exchange (the "TSX") for the 20 consecutive
trading days ending five trading days prior to the date on which notice of redemption is provided is at least 125% of the
Conversion Price. On or after December 31, 2022 and prior to the Maturity Date, Accord may, at its
option, redeem the Debentures, in whole or in part, from time to time at a redemption price equal to 100% of their principal
amount plus accrued and unpaid interest thereon, if any.
The Offering is expected to close prior to mid-December, 2018 and is subject to the satisfaction of certain conditions
including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any
jurisdiction. The Debentures and the Common Shares issuable upon the conversion, redemption or maturity of the Debentures, have
not been and will not be registered under the U.S. Securities Act of 1933 (the "1933 Act") or any state securities laws.
Accordingly, the Debentures may not be offered or sold in the United States, except pursuant to
applicable exemptions from the registration requirements of the 1933 Act and in compliance with applicable state securities
laws.
About Accord Financial Corp.
Accord Financial Corp. is a leading North American finance company providing distinctive working capital solutions to
companies from coast to coast. Accord's flexible finance programs cover the full spectrum of asset-based lending, including:
factoring, inventory finance, equipment leasing, trade finance and film/media finance. For 40 years, Accord has helped businesses
manage their cash flows and maximize financial opportunities.
Forward-Looking Statements
This press release includes forward-looking statements about Accord, including, but not limited to, Accord's use of proceeds
of the Offering as well as the expected closing of the Offering. In certain cases, forward-looking statements are
statements that are predictive in nature, depend upon or refer to future events or conditions, and/or can be identified by the
use of words such as 'expects', 'anticipates', 'intends', 'plans', 'believes', 'budgeted', 'estimates', 'forecasts', 'targets' or
negative versions thereof and similar expressions, and/or state that certain actions, events or results 'may', 'could', 'would',
'might' or 'will' be taken, occur or be achieved.
Forward-looking statements are based on certain factors and assumptions and are inherently subject to, among other things,
risks, uncertainties and assumptions about Accord's operations, economic factors and the industry generally, as well as those
factors referred to in the "Risk Factors" section of the preliminary short form prospectus filed in connection with the Offering
and in the "Risks and Uncertainties That Could Affect Future Results" section on pages 23 and 24 of Accord's annual report for
the year ended December 31, 2017, which is incorporated by reference into its Annual Information
Form dated March 21, 2018. There can be no assurance that forward-looking statements will prove to
be accurate, as actual results and future events could differ materially from those expressed or implied by forward-looking
statements made by Accord. The reader is cautioned to consider these and other factors carefully and not place undue
reliance on forward-looking statements, which may not be appropriate for other purposes. Accord is under no obligation (and
expressly disclaims any such obligation) to update or alter the forward-looking statements whether as a result of new
information, future events or otherwise, unless required by law.
A preliminary prospectus containing important information relating to the Debentures has been filed with the securities
regulatory authorities in all of the provinces of Canada. The preliminary prospectus is still
subject to completion or amendment. Copies of the preliminary prospectus may be obtained from RBC Capital Markets at 416-842-5349
or Distribution.RBCDS@rbccm.com. There will not be any sale or
any acceptance of an offer to buy the Debentures until a receipt for the final prospectus has been issued.
SOURCE Accord Financial Corp.
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