Akumin Inc. Announces Proposed Offering of Senior Secured Notes
News Provided by Akumin Inc. / Jul 26, 2021. 10:05am ET
Plantation, FL, July 26, 2021 – Akumin Inc. (NASDAQ/TSX: AKU) (the “Issuer” or “Akumin”) announced today that Akumin Escrow Inc. (the “Escrow Issuer”), a wholly owned subsidiary of the Issuer that is to be liquidated into the Issuer, plans to offer, subject to market and other conditions, senior secured notes in a private offering (the “Private Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
The net proceeds from the Private Offering are intended to be used, together with the proceeds of the previously announced financing by Stonepeak Magnet Holdings LP and cash on hand, to fund the cash portion of the purchase price for the recently announced acquisition of Alliance Healthcare Services, Inc. (“Alliance”) and its subsidiaries by Akumin Corp. (the “Alliance Acquisition”). If the Private Offering closes prior to the consummation of the Alliance Acquisition, the Escrow Issuer will deposit, concurrently with the closing of the Private Offering, the gross proceeds from the sale of the notes into an escrow account, plus an amount sufficient to pay interest with respect to the notes up to, but not including, the then-applicable latest special mandatory redemption date. The release of the escrow proceeds will be subject to the satisfaction of certain conditions, including the consummation of the Alliance Acquisition. If the Alliance Acquisition is not consummated by January 24, 2022, or upon the occurrence of certain other events, the notes will be subject to a special mandatory redemption. The special mandatory redemption price will be a price equal to 100% of the initial issue price of the notes, plus accrued and unpaid interest, if any, from the date of initial issuance of the notes up to, but not including, the special mandatory redemption date. If the closing of the Alliance Acquisition has occurred at or prior to the time of the consummation of the offering of notes, the proceeds of the notes will not be deposited into escrow and, upon the closing of the Alliance Acquisition, the obligations of the Escrow Issuer under the notes offered in the Private Offering will be assumed by Akumin.
Prior to the consummation of the Alliance Acquisition and the release of the funds from escrow, the notes will not have the benefit of any guarantees and will be the sole obligations of the Escrow Issuer. From and after the consummation of the Alliance Acquisition and the release of the funds from the escrow account, the notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by all of the Issuer’s direct and indirect wholly owned restricted subsidiaries, including the Issuer’s professional service affiliates, in each case organized under the laws of the United States or any political subdivision thereof that are guarantors under the Issuer’s revolving credit facility, which, following the consummation of the Alliance Acquisition, will include Alliance and certain of its subsidiaries.
The notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and in offshore transactions in reliance on Regulation S under the Securities Act. The notes and related guarantees will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes, the guarantees or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Certain information in this press release constitutes forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.
Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Akumin as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of our Annual Information Form dated March 31, 2021, which is available at www.sedar.com and www.sec.gov. These factors are not intended to represent a complete list of the factors that could affect Akumin; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and Akumin expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.