TORONTO, Nov. 24, 2021 (GLOBE NEWSWIRE) — Partners Value Investments LP (the “Partnership” or “PVI LP”, TSXV: PVF.UN TSXV: PVF.PR.U) reminds unitholders that its previously announced substantial issuer bid (the “Offer”) to exchange up to 8,000,000 of its Equity Limited Partnership Units (the “Equity LP Units”) will expire at 5:00 p.m. (Toronto time) on December 7, 2021.
The issuer bid circular (the “circular”) and other related documents including detailed instructions on how to participate in the Offer were mailed to holders of Equity LP Units or their designated brokers on November 1, 2021 and are also available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
The Partnership would also like to take this opportunity to expand on the disclosure in the circular.
Reminder about Structure of the Offer
As outlined in the circular, the Offer provides two consideration alternatives to unitholders in exchange for their Equity LP Units: an Offer to receive (i) a mix of cash and preferred units; or (ii) the entire consideration in preferred units. Under either option, the preferred units have terms that are similar to the existing preferred units of the Partnership, but with a dividend rate that is based on current market and maturity in roughly equal tranches of 5, 10 and 15 years. The structure and terms of the Offer were determined by management, in consultation with the Partnership’s legal and tax advisors. Additional details on the structure and terms of the Offer, including its tax impact, can be found in the circular.
Additional Background to the Offer
In the ordinary course, management of the Partnership considers the Partnership’s capital structure and considers various capital transactions, including alternatives for providing liquidity to investors who are unable to achieve liquidity through the market. During the summer of 2021, management consulted with its advisors on alternatives and developed the structure and terms of the Offer. In mid-September, management called a meeting of the board of trustees of the general partner of the Partnership (the “Board”) to be held on September 22, 2021 to consider the Offer, and asked the Board to form an independent committee to supervise the preparation of the formal valuation. At the Board meeting on September 24, 2021, management recommended that the Partnership undertake the Offer on the basis that it would be an efficient use of the financial resources of the Partnership.
In accordance with the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (”MI 61-101”), the Board formed a committee of independent directors (the “Independent Committee”) consisting of Frank Lochan, Danesh Varma and Ralph Zarboni. The Independent Committee was established to retain the valuator for the Offer (the “Valuator”) and to supervise the preparation of the valuation (the “Valuation”).
Management recommended the Offer for a number of reasons, including because the Partnership’s normal course issuer bid and the low trading volume in Equity LP Units on the TSXV provides limited opportunities for liquidity to investors. While the Partnership has undertaken bids for all cash in the past, the structure of the Offer was recommended by management because it offers investors a path to liquidity without the Partnership disposing of any of its assets to fund the issuer bid.
Supplemental disclosure on Review and Approval Process
As outlined in the circular, the Partnership had an initial Board meeting on September 22, 2021 to discuss a potential issuer bid, its rationale, the appointment of the Valuator and the proposed composition of the Independent Committee. On September 24, 2021 the Independent Committee was formally appointed by way of a written resolution.
Members of the Independent Committee engaged with management on the rationale for the Offer and the nature and terms of the consideration being offered (including discussions with respect to the size, timing, financial impact and pricing of the Offer) and undertook further analysis and discussion via an in camera session. The Independent Committee considered the Partnership’s history of undertaking issuer bids to provide liquidity to security holders due to the lack of market liquidity of the securities of the Partnership. Further, the Independent Committee reviewed and discussed the scope, assumptions, valuation methods and conclusions of the Valuation with the Valuator prior to providing its approval of the Valuation.
The Valuator, Koger Valuations Inc., which is independent of the Partnership and has been in operation for over thirty years, has previously been engaged by the Partnership in connection with another issuer bid and is familiar with structure of the Partnership and its predecessor. The Valuator was selected and retained by the Independent Committee to complete the Valuation. In its supervision of the Valuator, the Independent Committee reviewed all material facts which could reasonably be considered to be relevant to the Valuator’s independent status, including the fact that the Valuator has in the past completed assignments for the predecessor of the Partnership and entities within the Brookfield group of companies for which it has received compensation, however no such engagements were entered into within the last 5 years, and the Partnership has not proposed or discussed, and does not currently anticipate, any future engagements with the Valuator. The Valuator was determined to be qualified and independent for the purposes of MI 61-101 in providing the Valuation and was paid C$20,000 (not inclusive of applicable tax) in consideration for its services.
The preparation of the Valuation included a detailed review of the Offer and applicable documents, the financial position and operating results of the Partnership and a review of publicly available information which could impact the Offer. The Independent Committee received a written draft of the Valuation on October 25, 2021 and met to consider the Valuation on October 25, 2021 and October 26, 2021. The Valuation was approved by the Independent Committee on October 27, 2021. The Partnership had held an earlier meeting on October 18, 2021 to consider drafts of the Offer documents and to provide reasonable opportunity for members of the Board to ask questions with respect to the Offer documents. Management and external legal counsel were in attendance to provide an overview of the documents applicable to the Offer. Following the meeting, members of the Board considered the rationale for the Offer, disclosures in the circular and other Offer documents and key terms of the Offer for a number of additional days and concluded, on October 27, 2021, following receipt of the Independent Committee’s approval of the Valuation, that making the Offer was in the best interests of the Partnership.
For further information, contact Investor Relations at 416-956-5142.
Note: This news release contains “forward-looking information” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of applicable Canadian securities regulations or applicable U.S. securities regulations. Expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking information and forward-looking Statements.
Although the Partnership believes that its anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond its control, which may cause the actual results, performance or achievements of the Partnership to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.
Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements and information include, but are not limited to: the financial performance of Brookfield Asset Management Inc., the impact or unanticipated impact of general economic, political and market factors; the behavior of financial markets, including fluctuations in interest and foreign exchanges rates; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; strategic actions including dispositions; changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); the effect of applying future accounting changes; business competition; operational and reputational risks; technological change; changes in government regulation and legislation; changes in tax laws, catastrophic events, such as earthquakes and hurricanes; the possible impact of international conflicts and other developments including terrorist acts; and other risks and factors detailed from time to time in the Partnership’s documents filed with the securities regulators in Canada.
The Partnership cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on the Partnership’s forward-looking statements and information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, the Partnership undertakes no obligation to publicly update or revise any forward-looking statements and information, whether written or oral, that may be as a result of new information, future events or otherwise.