Element Financial Corporation ("Element") is pleased to announce that it has amended the terms of its previously announced private placement bought deal offering of special warrants of Element ("Special Warrants") to increase the size of the offering to approximately $110 million (the "Offering").
The proceeds of the Offering will be used to partially fund the previously announced acquisition of CoActiv Capital Partners, Inc. and Element's future growth as well as for general corporate purposes.
Under the amended terms of the Offering, a syndicate of underwriters co-led by GMP Securities L.P, Barclays and BMO Capital Markets acting as Joint Bookrunners, and including RBC Capital Markets, TD Securities, Cormark Securities, CIBC World Markets and Scotiabank (collectively, the "Underwriters") have agreed to purchase, on a bought deal private placement basis, an aggregate of 19,500,000 Special Warrants at a price of $5.65 per Special Warrant for gross proceeds of approximately $110 million. Each Special Warrant will be exercisable into one common share in the capital of Element (the "Common Shares") for no additional consideration.
The Special Warrants will be deemed to be exercised upon the earlier of: (i) a date that is no later than the fifth business day after the date of issuance of a receipt for a final prospectus qualifying the issuance of Common Shares underlying the Special Warrants, and (ii) four months and one day following the closing of the Offering. Element has agreed to use commercially reasonable best efforts to file a prospectus qualifying the issuance of the Common Shares underlying the Special Warrants within 75 days of closing of the Offering.
The Offering is scheduled to close on November 23, 2012, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.
CoActiv Capital Partners, Inc. headquartered in Horsham, Pennsylvania, is one of the fastest growing commercial equipment leasing finance companies in the U.S. CoActiv specializes in designing and implementing private-label sales-aid finance programs to meet the needs of equipment manufacturers in specific industries and has particular expertise in customizing programs for the multi-tiered distribution channels within those industries.
With total assets of approximately $1.1 billion, Element Financial Corporation is Canada's leading independent equipment finance company. Element operates nationally in three verticals of the equipment finance market - Element Capital provides large ticket equipment leasing, Element Finance serves the mid-ticket equipment finance market and Element Fleet provides vehicle fleet leasing and management solutions through the Company's TLS Fleet Management division.