Fiera Capital Corporation announces increase to previously announced bought deal offering of 7.75% Senior Subordinated Unsecured Debentures to $70 million
MONTREAL, May 14, 2025 (GLOBE NEWSWIRE) -- Fiera Capital Corporation ("Fiera Capital" or the "Company") (TSX: FSZ) is pleased to announce that, due to strong demand, it has entered into a revised agreement with Scotiabank, CIBC Capital Markets, Desjardins Capital Markets and RBC Capital Markets, as joint bookrunners, on behalf of a syndicate of underwriters which also included National Bank Financial Inc., BMO Capital Markets, TD Securities Inc., Canaccord Genuity Corp., iA Private Wealth Inc. and Raymond James Ltd. (collectively, the "Underwriters"), to increase the size of its previously announced bought deal offering of senior subordinated unsecured debentures due June 30, 2030 (the “Debentures”) at a price of $1,000 per Debenture (the “Offering”) to $70 million. Fiera Capital has also granted the Underwriters an option to purchase up to an additional $10.5 million aggregate principal amount of Debentures, on the same terms and conditions, exercisable in whole or in part, for a period of 30 days following closing of the Offering. The Offering is expected to close on or about June 3, 2025.
The Debentures will bear interest at a rate of 7.75% per annum, payable semi-annually in arrears on June 30 and December 31 of each year, with the first interest payment on December 31, 2025. The December 31, 2025 interest payment will represent accrued interest from the closing of the Offering, to but excluding December 31, 2025. The Debentures will mature on June 30, 2030 (the "Maturity Date").
The Debentures will not be redeemable prior to June 30, 2028 (the “First Call Date”), except upon the occurrence of a change of control of the Company in accordance with the terms of the indenture (the "Indenture") governing the Debentures. On and after the First Call Date and prior to June 30, 2029, the Debentures will be redeemable in whole or in part from time to time at the Company’s option at a redemption price equal to 103.875% of the principal amount of the Debentures redeemed plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. On and after June 30, 2029 and prior to the Maturity Date, the Debentures will be redeemable, in whole or in part, from time to time at the Company’s option at par plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. The Company shall provide not more than 60 nor less than 30 days’ prior notice of redemption of the Debentures.
The Company will have the option to satisfy its obligation to repay the principal amount of the Debentures due at redemption or maturity by issuing and delivering that number of freely tradeable Class A subordinate voting shares (the "Class A Shares") in accordance with the terms of the Indenture.
The Debentures will not be convertible into Class A Shares at the option of the holders at any time.
The net proceeds of the Offering will be used to fund the redemption of the Company’s 8.25% Senior Subordinated Unsecured Debentures due December 31, 2026 (the “2026 Debentures”) that the Company intends to effect on the first call-date, December 31, 2025, and for general corporate purposes. Pending such use, the net proceeds from the Offering will temporarily be used by the Company to reduce indebtedness under the Company’s unsecured revolving credit facility. The foregoing is not a redemption notice with respect to the 2026 Debentures. Any redemption of the 2026 Debentures will be made pursuant to a notice of redemption under the indenture governing those securities.
The Debentures will be direct, senior subordinated unsecured obligations of the Company which will rank pari passu with one another and will rank (a) effectively subordinate to any existing and future secured indebtedness of the Company but only (other than with respect to the Senior Credit Facilities (as defined in the Indenture)) to the extent of the value of the assets securing such secured indebtedness, (b) subordinate to the obligations under the current and future Senior Credit Facilities (as defined in the Indenture), (c) pari passu with the Company's existing 2026 Debentures and 6.00% Senior Subordinated Unsecured Debentures due June 30, 2027 and, except as prescribed by law, all existing and future unsecured indebtedness (other than the Senior Credit Facilities) that by its terms is not subordinated in right of payment to the Debentures, including indebtedness to trade creditors, and (d) senior to all existing and future unsecured indebtedness that by its terms is subordinated in right of payment to the Debentures, including any convertible unsecured subordinated debentures which may be issued by the Company in the future. In addition, the Debentures will be structurally subordinated to all existing and future indebtedness and other liabilities of the Company's subsidiaries.
A preliminary short form prospectus will be filed with securities regulatory authorities in all provinces of Canada. The Offering is subject to customary regulatory approvals, including the approval of the Toronto Stock Exchange.
The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act. This news 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
Legal advisors
Legal advice is being provided to Fiera Capital by Fasken Martineau DuMoulin LLP. Legal advice is being provided to the Underwriters by Norton Rose Fulbright Canada LLP.
Forward-Looking Statements
This document may contain certain forward-looking statements relating to future events or, future performance reflecting management’s expectations or beliefs regarding future events, including, without limitation, business and economic conditions, outlook and trends, Fiera Capital’s growth, results of operations, performance, business prospects and opportunities, objectives, plans and strategic priorities, new initiatives, such as those related to sustainability and other statements that do not refer to historical facts. In particular, this press release includes forward-looking statements relating to the proposed timing of completion of the Offering and the anticipated use of the net proceeds of the Offering. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. These forward-looking statements may typically be identified by words and expressions such as "assumption, "continue", "estimate", "forecast", "goal", "guidance", "likely", "plan", "objective", "outlook", "potential", "foresee", "project", "strategy", "target", and other similar words or expressions or future or conditional verbs (including in their negative form), such as "aim", "anticipate", "believe", "could", "expect", "foresee", "intend", "may", "plan", "predict", "seek", "should", "strive" and "would".
Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, which make it possible for actual results or events to differ materially from management's expectations and that predictions, forecasts, projections, expectations, conclusions or statements will not prove to be accurate. As a result, Fiera Capital does not guarantee that any forward-looking statement will materialize and readers are cautioned not to place undue reliance on these forward-looking statements. These risks include, but are not limited to, the failure or delay in satisfying any of the conditions to the completion of the Offering. Additional 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 condensed and annual consolidated financial statements, and its latest Annual Report and Annual Information Form filed on www.sedarplus.ca. 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 Fiera Capital Corporation
Fiera Capital is a leading independent asset management firm with a growing global presence. The Company delivers customized and multi-asset solutions across public and private market asset classes to institutional, financial intermediary and private wealth clients across North America, Europe and key markets in Asia and the Middle East. Fiera Capital's depth of expertise, diversified investment platform and commitment to delivering outstanding service are core to our mission of being at the forefront of investment management science to create sustainable wealth for clients. Fiera Capital trades under the ticker FSZ on the Toronto Stock Exchange.
Headquartered in Montreal, Fiera Capital, with its affiliates in various jurisdictions, has offices in over a dozen cities around the world, including New York (U.S.), London (UK), Hong Kong (SAR) and Abu Dhabi (ADGM).
Each affiliated entity (each an "Affiliate") of Fiera Capital only provides investment advisory or investment management services or offers investment funds in the jurisdictions where the Affiliate is authorized to provide services pursuant to the relevant registrations, an exemption from such registrations and/or the relevant product is registered or exempt from registration.
Fiera Capital does not provide investment advice to U.S. clients or offer investment advisory services in the U.S. In the U.S., asset management services are provided by Fiera Capital's Affiliates who are investment advisers that are registered with the U.S. Securities and Exchange Commission (SEC) or exempt from registration. Registration with the SEC does not imply a certain level of skill or training. For details on the particular registration of, or exemptions therefrom relied upon by, any Fiera Capital entity, please consult https://www.fieracapital.com/en/registrations-and-exemptions
Additional information about Fiera Capital, including its Annual Information Form, is available on SEDAR+ at www.sedarplus.ca
SOURCE Fiera Capital Corporation
The information contained in press releases and company news is valid as of the date indicated. You should not assume that statements remain accurate or valid after the date.
For more information: Analysts and investors, Marie-France Guay, Senior Vice President, Treasury and Investor Relations, Fiera Capital Corporation, 514 294-5878, mguay@fieracapital.com
