CPE News (5/18/2021) – Softchoice Corporation, a portfolio company of Birch Hill Equity Partners, has filed a an amended and restated preliminary base PREP prospectus for its proposed initial public offering (IPO) of common shares from treasury and con-current secondary offering by Birch Hill.
Softchoice intends to issue common shares priced at between $18.00 and $21.00 per share for gross proceeds of $350 million.
Softchoice has applied to list its common shares on the Toronto Stock Exchange (TSX) under symbol “SFTC.”
Based on an offering price of $19.50 (midpoint of the offering price range), Softchoice will have 58,948,832 common shares issued and outstanding on non-diluted basis following the closing of the offering. Birch Hill Equity Partners will control 62.2% of the issued and outstanding common shares (or 57.6% if the over-allotment option is exercised in full).
Toronto based Softchoice is a leading IT solutions provider in North America. It designs, procures, implements and manages complex multi-vendor IT environments which enable its customers’ digital transformations using a results-oriented engagement model that drives long-term relationships.
For the year ended December 31, 2020, Softchoice reported $836.8 million in net sales, $22.9 million in income from operations and $1.8 million in net income. For the three months ended March 31, 2021, the comparative figures were $233.2 million, $1.5 million and $2 million (loss) respectively.
As at March 31, 2021, Softchoice had over 1,850 employees with a physical presence across 26 markets in the U.S. and Canada.
photo credit: Softchoice
News Release
Softchoice Corporation, a Leading North American Technology Solutions Provider, Files Amended and Restated Preliminary Prospectus for C$350 Million Initial Public Offering
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, ON – May 18, 2021 – Softchoice Corporation (“Softchoice” or the “Company”), a leading technology solutions provider in North America, announced today that it has filed with the securities regulatory authorities in each of the provinces and territories of Canada, and obtained a receipt for, an amended and restated preliminary base PREP prospectus (the “Amended and Restated Preliminary Prospectus”), which amends and restates the preliminary base PREP prospectus filed by the Company on May 12, 2021 in connection with its initial public offering (the “Offering”) of common shares of Softchoice (the “Common Shares”). The gross proceeds of the Offering are expected to be approximately C$350 million, at an offering price between C$18.00 and C$21.00 per Common Share.
The Offering is being made through a syndicate of underwriters led by TD Securities Inc. and Goldman Sachs Canada Inc., as joint bookrunners, and including RBC Capital Markets, National Bank Financial Inc., CIBC Capital Markets, Scotiabank, BMO Capital Markets, Cormark Securities Inc., Laurentian Bank Securities Inc., ATB Capital Markets Inc., Raymond James Ltd. and INFOR Financial Inc.
Stikeman Elliott LLP is acting as legal counsel to Softchoice and Davies Ward Phillips & Vineberg LLP is acting as legal counsel to the underwriters.
The Amended and Restated Preliminary Prospectus contains important information relating to the Offering, has been filed with the securities regulatory authorities in each of the provinces and territories of Canada and is still subject to completion or amendment. The Amended and Restated Preliminary Prospectus is available under Softchoice’s profile on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the Common Shares in any province or territory of Canada until a receipt for the final prospectus has been issued.
No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Softchoice in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Common Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) and may not be offered, sold or delivered, directly or indirectly, in the United States, except to Qualified Institutional Buyers (as such term is defined in Rule 144A of the U.S. Securities Act) pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About Softchoice
Softchoice is a technology company that equips organizations to be agile and innovative, and for their people to be engaged, connected and creative at work. That means moving them to the cloud, helping them build the workplace of tomorrow, and enabling them to make smarter decisions about their technology portfolio. By doing these things, we create success faster and in circumstances otherwise not possible. For more information, please visit www.softchoice.com.
Forward-Looking Statements
This news release may contain forward-looking information within the meaning of applicable securities laws, which reflects the Company’s current expectations regarding future events, including the offering size and the offering price. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and the factors discussed under “Risk Factors” in the Amended and Restated Preliminary Prospectus. Actual results could differ materially from those projected herein. Softchoice does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.
Contacts:
LodeRock Advisors Inc.
Tim Foran
416-986-8515
Tim.Foran@loderockadvisors.com
Softchoice Corporation
Justin Hane
647-917-1761
Justin.Hane@softchoice.com