20:39:37 EDT Wed 17 Apr 2024
Enter Symbol
or Name
USA
CA



Aritzia Inc
Symbol ATZ
Shares Issued 63,932,860
Close 2019-02-19 C$ 17.93
Market Cap C$ 1,146,316,180
Recent Sedar Documents

Aritzia notes $329.63M secondary offering by Berkshire

2019-02-19 16:32 ET - News Release

Mr. Brian Hill reports

ARITZIA ANNOUNCES $330 MILLION SECONDARY OFFERING OF SUBORDINATE VOTING SHARES AND CONCURRENT SHARE REPURCHASE OF $107 MILLION OF SUBORDINATE VOTING SHARES AND MULTIPLE VOTING SHARES FROM BERKSHIRE PARTNERS

Certain Aritzia Inc. shareholders, including an investment vehicle managed by Berkshire Partners LLC, a Boston-based private equity firm and 8317640 Canada Inc., an entity indirectly controlled by Aldo Bensadoun, a director of Aritzia, have entered into an agreement with a syndicate of underwriters led by CIBC Capital Markets, RBC Capital Markets and TD Securities Inc. pursuant to which the underwriters have agreed to purchase, on a bought deal basis, an aggregate of 19,505,000 subordinate voting shares of the company held by the selling shareholders at an offering price of $16.90 per share for total gross proceeds to the selling shareholders of $329,634,500. Aritzia will not receive any proceeds from the offering.

The company also announced today that it has agreed to purchase, directly or indirectly, the equivalent of 6,333,653 shares for cancellation from the Berkshire shareholder. The purchase price to be paid by the company under the share repurchase will be the same as the offering price for gross proceeds to the Berkshire shareholder of $107,038,736 from the share repurchase.

Following these transactions, the Berkshire shareholder will have no remaining equity interest in Aritzia. The offering and the share repurchase are expected to close on or about March 8, 2019.

Brian Hill, founder, chief executive officer and chairman, commented: "These transactions mark a significant milestone after a successful 14-year-long relationship between Aritzia and Berkshire Partners. We would like to thank them for their partnership and collaboration over the years. The repurchase of shares from Berkshire Partners represents a compelling opportunity to deploy Aritzia's capital in a manner that is accretive to shareholders. Aritzia maintains ample financial flexibility to continue to invest in and execute on our strategic growth initiatives."

Mr. Hill continued: "Aritzia has a successful track record of consistently delivering strong revenue and earnings growth and executing on its strategic initiatives. We remain very well positioned to capitalize on our next phase of growth and are excited about the opportunities ahead."

Marni Payne, managing director at Berkshire Partners, added: "It has been a privilege to partner with Aritzia, one of North America's most innovative and deeply loved apparel companies, for the past 14 years. We feel fortunate to have enjoyed such a close collaboration with Brian and his team, and we look forward to watching their continued success."

Details of the transactions

Pursuant to the offering, the Berkshire shareholder (on its own behalf and certain charitable entities having received donations by affiliates of the Berkshire shareholder) will be selling a total of 19,005,000 shares and the Bensadoun shareholder will be selling a total of 500,000 shares. Following completion of the offering and share repurchase, there will be 83,044,711 subordinate voting shares outstanding and 24,537,349 multiple voting shares outstanding of the company. The proceeds from the Bensadoun shareholder's participation in the offering are expected to support The Bensadoun Family Foundation, consistent with all prior secondary offerings of the company.

Entities owned and controlled by Mr. Hill (the Hill Group) will not be selling any shares under the share repurchase or the offering. As a result of the offering (and the Berkshire shareholder's equity interest falling below the sunset provision under the terms of the company's multivoting shares), the Hill Group's equity interest will remain at approximately 21.9 per cent, and its voting interest will increase to approximately 73.4 per cent, in each case, on a non-diluted basis. Following completion of the offering and the share repurchase, the Hill Group's equity interest will increase to approximately 23.2 per cent, and its voting interest will increase to approximately 74.8 per cent, in each case, on a non-diluted basis.

The shares will be offered by way of a short-form prospectus in all of the provinces and territories of Canada and may also be offered by way of private placement in the United States and internationally as permitted. A preliminary short-form prospectus relating to the offering will be filed by no later than Feb. 22, 2019, with Canadian securities regulatory authorities and closing is expected to occur on or about March 8, 2019. The underwriters have not been granted an overallotment option.

Each of Aritzia's officers and directors and reporting insiders (other than the Berkshire shareholder and its director nominee Marni Payne) has agreed to enter into a customary lock-up agreement with the underwriters for a period of 90 days after the closing of the offering.

The purchase price under the share repurchase is expected to be financed through cash on hand. As of Feb. 4, 2019, the company had $124.5-million of cash on hand. Aritzia maintains ample financial flexibility to continue to invest in and execute on its strategic growth initiatives. As a result of the share repurchase, the company will be suspending further purchases under its normal course issuer bid, which is set to expire in May, 2019. Aritzia will evaluate renewing its normal course issuer bid in due course.

The share repurchase will result in an approximately 5.6-per-cent reduction in basic shares outstanding and is expected to be accretive to adjusted net income per share.

Special committee review process

To review and evaluate the merits of the share repurchase, the board of directors of the company established a special committee of independent directors. The special committee was chaired by John Currie and included David Labistour and Marcia Smith. The company retained Stikeman Elliott LLP as its legal counsel and the special committee retained Greenhill & Co. Canada Ltd. as its independent financial adviser and Borden Ladner Gervais LLP as its independent legal counsel.

The special committee undertook a deliberate and full consideration of the share repurchase and various alternatives and financing options related thereto. Greenhill & Co. Canada Ltd. has provided a fairness opinion to the special committee and the board of directors of the company that the consideration to be paid by the company in connection with the share repurchase is fair, from a financial point of view, to the company.

Upon the recommendation of the special committee that, among other things, the share repurchase is in the best interests of the company, the board of directors (other than interested directors who abstained from voting) unanimously approved the share repurchase.

About Aritzia Inc.

Aritzia is a vertically integrated, innovative design house of fashion brands. The company designs apparel and accessories for its collection of exclusive brands. The company's expansive and diverse range of women's fashion apparel and accessories addresses a broad range of style preferences and lifestyle requirements. Aritzia aims to delight its clients through an aspirational shopping experience and exceptional client service that extends across its more than 90 boutiques and e-commerce business.

About Berkshire Partners LLC

Berkshire Partners, a Boston-based investment firm, has made over 125 investments since its founding in 1986 through nine private equity funds with more than $16-billion in aggregate capital. Berkshire has developed industry experience in several areas including consumer and retail, communications, business services, industrials, and health care. Berkshire has a long history of partnering with management teams to build market-leading growth companies. Current and prior investments in the retail sector include Bare Escentuals, Carter's, Kendra Scott and Party City.

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