Canadian Tire to raise $650 mln in notes for Helly Hansen buy

Toronto-based retail business Canadian Tire Corp Ltd (TSX: CTC.A, CTC) has priced a private placement offering to raise $650 million of unsecured medium-term notes. The offering is expected to close on or about July 3. Canadian Tire said it will use the proceeds partly to help finance its acquisition of Helly Hansen, a Norwegian producer of men’s and women’s sports and work apparel and gear. Announced last month, the deal is valued at $985 million, not including debt. The seller is Ontario Teachers’ Pension Plan, Helly Hansen’s majority owner since 2012.

PRESS RELEASE

Canadian Tire Corporation Prices Aggregate C$650 Million Unsecured Medium Term Notes Offering

TORONTO, June 11, 2018 /CNW/ – Canadian Tire Corporation, Limited (“CTC”) today announced the pricing of a private placement offering of C$650 million aggregate principal amount of unsecured medium term notes, consisting of C$250 million aggregate principal amount of 2.646% Series E Unsecured Medium Term Notes due July 6, 2020 (the “Series E Notes”) and C$400 million aggregate principal amount of 3.167% Series F Unsecured Medium Term Notes due July 6, 2023 (the “Series F Notes” together with the Series E Notes, the “Notes”). The Series E Notes were priced at par, for an effective yield of 2.646% per annum if held to maturity. The Series F Notes were priced at par, for an effective yield of 3.167% per annum if held to maturity. The offering is expected to close on or about July 3, 2018.

It is expected that the Notes will be rated “BBB (high)”, with a stable trend, by DBRS Limited and “BBB+”, with a stable trend, by S&P Global Ratings, acting through Standard & Poor’s Rating Services (Canada), a business unit of S&P Global Canada Corp.

CTC intends to use the net proceeds of the offering to fund a portion of the purchase price of the previously announced acquisition of Helly Hansen (the “Acquisition”), to repay indebtedness and/or for general corporate purposes.

The Notes will be subject to a special mandatory redemption in the event that the Acquisition has not occurred on or prior to 5:00 p.m. (Toronto time) on August 31, 2018 (the outside date under the acquisition agreement (the “Acquisition Agreement”)) (or such later outside date as agreed to in accordance with the Acquisition Agreement, which later date shall not be later than 60 days after August 31, 2018), or if, prior to such time, the Acquisition Agreement is terminated or if CTC delivers notice that it does not intend to proceed with the Acquisition. The redemption price for any special mandatory redemption will be 100% of the aggregate principal amount of the Notes, together with accrued and unpaid interest on the Notes from and including the date of settlement up to but not including the date of the special mandatory redemption.

RBC Capital Markets and BMO Capital Markets acted as joint bookrunners for the offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered, sold or delivered in the United States of America or its territories or possessions or to U.S. persons (as defined in Regulation S under the U.S. Securities Act). The information in this press release is not complete and may be changed. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes in the United States or to U.S. persons or in any other jurisdiction where it is unlawful to do so.

About Canadian Tire Corporation

Canadian Tire Corporation, Limited, (TSX: CTC.A) (TSX: CTC) or “CTC”, is a family of businesses that includes a Retail segment, a Financial Services division and CT REIT. Our retail business is led by Canadian Tire, which was founded in 1922 and provides Canadians with products for life in Canada across its Living, Playing, Fixing, Automotive and Seasonal & Gardening divisions. PartSource and Gas+ are key parts of the Canadian Tire network. The Retail segment also includes Mark’s, a leading source for casual and industrial wear; Pro Hockey Life, the world’s largest hockey centric retailer; and FGL (Sport Chek, Hockey Experts, Sports Experts, National Sports, Intersport and Atmosphere), which offers the best active wear brands. The approximately 1,700 retail and gasoline outlets are supported and strengthened by our Financial Services division and the tens of thousands of people employed across the country by the Company and its local dealers, franchisees and petroleum retailers. For more information, visit Corp.CanadianTire.ca.

For further information: Media: Andrea Van Vugt, 416-480-8514, andrea.vanvugt@cantire.com; Investors: Lisa Greatrix, 416-480-8725, lisa.greatrix@cantire.com