(TSX: AW.UN) Feb. 17, 2017 – A&W Food Services of Canada Inc. announced that it has entered into an agreement with Laurentian Bank Securities Inc. to complete a secondary offering of 373,300 units of A&W Revenue Royalties Income Fund in a private placement on a bought-deal basis. Under the agreement, LBS has agreed to purchase 373,300 units of the Fund from Food Services at a price of $39.25 per Unit, for gross proceeds of $14,652,025.
The transaction is expected to close on or about February 28, 2017, but not later than March 8, 2017. Closing is subject to a number of customary conditions, including the delivery of customary private placement subscription agreements, entering into of a definitive underwriting agreement and receipt of any necessary third-party and regulatory approvals. The Units will be subject to a four-month hold period under applicable securities law, unless otherwise sold under an exemption from such securities laws.
The sale is being made at the request of certain indirect shareholders of the parent company of Food Services who will receive the net proceeds from the sale of the Units for their personal financial planning requirements. The Fund will not receive any proceeds of the sale of units.
Food Services currently owns securities exchangeable for 3,733,000 units of the Fund, representing approximately a 23.5% indirect interest in the Fund. Following the exchange of these securities for Units and the sale of the Units, Food Services will own securities exchangeable for 3,359,700 units of the Fund, or approximately a 21.1% indirect interest in the Fund.
The Fund is a limited purpose trust established to invest in trade-marks, which through its interest in A&W Trade Marks Limited Partnership, owns the trademarks used in the A&W quick service restaurant business in Canada. The A&W trademarks comprise some of the best-known brand names in the Canadian food service industry. In return for licensing Food Services to use the A&W trademarks, the Fund (through the Partnership) receives royalties equal to 3% of the sales of A&W restaurants in the Royalty Pool. A&W is the second largest quick-service hamburger restaurant chain in Canada. Operating coast-to-coast, A&W restaurants feature famous trademarked menu items such as The Burger Family® , Chubby Chicken® and A&W Root Beer® .
This news release shall not constitute an offer to sell or a solicitation of any offer to buy nor shall there be any sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such Securities may not be offered or sold within the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements thereunder.