Jamieson Wellness Inc., a portfolio company of CCMP Capital Advisors, LP, has priced its proposed initial public offering and secondary offering for gross proceeds of up to $345,043,125.
Jamieson Wellness will issue 19,050,000 common shares at $15.75 per share, at the top end of its proposed $14-16 price range, for gross proceeds of $300,037,500. The offering is comprised of a treasury offering of 15,554,755 common shares and a secondary offering of 3,495,245 common shares.
Under the secondary offering, CCMP Capital Investors III funds, Mark Hornick (CEO), Christopher Snowden (CFO), and Headlines Promotions Inc., an entity controlled by Lorna Vanderhaeghe, will sell 2,488,097 ($39,187,528), 93,742 ($1,476,437), 112,487 ($1,771,670) and 800,919 ($12,614,474) common shares, respectively.
CCMP has granted to the underwriters an over-allotment option for additional 2,857,500 common shares, if exercised in full, will bring the total size of the offering to $345,043,125.
Immediately following the closing of the offering, CCMP will have approximate 47.2% interest through ownership of, or control or direction over, 17,801,760 common shares. If the over-allotment
option is exercised in full, CCMP will have an approximate 39.7% interest through ownership of 14,944,260 common shares.
On closing (and following any exercise of the over-allotment option), Jamieson Wellness will have 37,685,116 common shares outstanding and no preferred shares outstanding, valuing the company at $594 million.
Toronto Stock Exchange (TSX) has conditionally approved the listing of Jamieson common shares under the symbol “JWEL”.
The offering is being made through a syndicate of underwriters led by BMO Capital Markets and RBC Capital Markets acting as joint bookrunners, and includes CIBC World Markets Inc., Scotiabank, National Bank Financial Inc., TD Securities Inc., Canaccord Genuity Corp. and Cormark Securities Inc.
McCarthy Tétrault LLP and Osler, Hoskin & Harcourt LLP act as legal counsel to Jamieson and the underwriters respectively.
Jamieson Wellness intends to use net proceeds of the treasury offering to: (i) repay a portion of Jamieson Laboratories’ outstanding indebtedness under the Term Loan Facility in the amount of $50,000,000; and (ii) repay approximately $173,125,557 of notes issued in connection with (A) the repayment of the Finco PN ($83,500,590 principal and approximately $14,788,883 interest), (B) the payment of dividends in the amount of approximately $9,604,651 to the preferred shareholders, and (C) a return of capital to the preferred shareholders in the amount of $65,231,433, all as part of the pre-closing capital changes.
photo credit: Jamieson