StorageVault Completes First Tranche of Asset Acquisition and Announces Changes to the Board and Management
April 29, 2015
STORAGEVAULT CANADA INC. (“StorageVault”) (SVI-TSX-V) is pleased to announce today that, further to its press releases dated December 5, 2014, March 5, 2015 and April 22, 2015, it has completed the closing of the first tranche (the “First Tranche”) of the purchase of all of the portable storage assets and business of Cubeit Portable Storage Canada Inc. (“Cubeit”) and certain of the self-storage assets and business of Access Self Storage Inc. (“Access”) (collectively, the “Purchased Assets”). The acquisition of the Purchased Assets is an arm’s length transaction.
Pursuant to the First Tranche closing, StorageVault acquired four self-storage locations with an aggregate of approximately 1,500 rental units with approximately 133,000 square feet of rentable self-storage space and the entire Cubeit portable storage business and the rights to operate such business in Canada. The Cubeit business currently operates out of 9 locations and includes 1,254 portable storage container units. With the completion of the First Tranche closing StorageVault will operate 10 self-storage facilities and 18 portable locations covering the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia.
The purchase price for the First Tranche was $26,475,000 (subject to customary adjustments). For the First Tranche, the sum of $11,480,381 was paid by the issuance of 30,211,529 common shares of StorageVault (“Common Shares”) at a deemed price of $0.38 per Common Share, which Common Shares are subject to a hold period that expires on August 29, 2015. The balance of the purchase price for the First Tranche of $14,928,808 (after standard and customary adjustments) was paid in cash by drawing on StorageVault’s credit facilities (disclosed below). The closing of the First Tranche is subject to final acceptance of the TSX Venture Exchange.
The 30,211,529 Common Shares were issued to Access and upon completion of the First Tranche, Access will own or control 30,211,529 Common Shares or approximately 45.16% of the total issued and outstanding Common Shares. Access may increase or decrease its investment in StorageVault depending on market conditions or any other relevant factors. In addition, Access may receive additional Common Shares pursuant to the Second Tranche, as described below.
Changes to the Board and Management and Other Matters
In conjunction with the closing of the First Tranche, the board of directors of StorageVault has been reconstituted and is now composed of Alan Simpson, Rob Duguid, as the nominee of PFM Capital Inc., and, Steven Scott, Iqbal Khan, and Blair Tamblyn, as the three nominees of Cubeit and Access (collectively, Cubeit and Access are referred to as the “Vendors”).
In addition, Steven Scott has been appointed as the Chief Executive Officer of StorageVault and Iqbal Khan has been appointed as the Chief Financial Officer of StorageVault in replacement of Alan Simpson and Glenn Fradette, respectively. “It’s fantastic that as part of this transaction we are able to combine PUPS Portable Storage and Cubeit Portable Storage, respectively the second and third largest portable storage operators in Canada. With the strong performance of publically traded storage companies in the U.S., we think StorageVault, as the only publicly traded storage company in Canada, is well positioned and offers a terrific platform from which to expand its self-storage and portable storage businesses,” said Steven Scott. Alan Simpson will continue as an officer of StorageVault as the Executive Vice-Chairman and Glenn Fradette will assist with transitional matters for a minimum period of six (6) months after the closing of the First Tranche.
In connection with the closing of the First Tranche, the Vendors have received an assignment from Detteson Management Inc. of the existing management agreement (the “Management Agreement”) entered into between StorageVault and Detteson Management Inc. as amended as a result of the acquisition of the Purchased Assets (Detteson Management Inc. is wholly owned by Alan Simpson, the Executive Vice-Chairman and a director of StorageVault and Glenn Fradette, the former CFO of StorageVault). The Management Agreement provides for certain executive management services in connection with the day-to-day management of StorageVault. In addition, the Vendors have completed the purchase of all of the issued and outstanding shares in the capital of Canadian PUPS Franchises Inc., which is the master franchisor of StorageVault’s PUPS portable storage business. Also, Saskworks Venture Fund Inc., Apex Investment Limited Partnership, Alan Simpson, Glenn Fradette and Detteson Management Inc., major shareholders of StorageVault, have entered into a right of first negotiation agreement providing that, under certain conditions, the sale of their Common Shares of StorageVault shall include a right of first negotiation with the Vendors in respect of any proposed sale of such Common Shares.
The closing of the second tranche of the acquisition of the Purchased Assets (the “Second Tranche”) is expected to occur no later than October 1, 2015, but may occur on an earlier or later date upon the agreement of the parties. A condition to the closing of the Second Tranche is the approval of the Second Tranche by an acquisition committee made up of individuals (including the former directors of StorageVault and representatives of the Vendors) the majority of which are unrelated to the Vendors (the “Acquisition Committee”). In addition, completion of the Second Tranche is subject to customary closing conditions as set forth in the purchase agreement for the Purchased Assets amongst StorageVault, Cubeit and Access dated December 2, 2014, as amended (the “Purchase Agreement”). There can be no assurance that the Second Tranche will be completed as proposed or at all.
Five-Year Business Plan and Potential Future Acquisitions of Access Assets
StorageVault has established a five year business plan (the “Five Year Business Plan”) with the goal of enhancing the possibility that future acquisitions by StorageVault of assets owned by Access (other than the Second Tranche, such acquisitions are referred to as “Future Access Acquisitions”) may occur in order to grow the business and operations of StorageVault. Due to the related party nature of such Future Access Acquisitions, and because of the reconstitution of the StorageVault’s board and management as disclosed above, StorageVault has established the Acquisition Committee and an Acquisition Committee Mandate. The purpose of the Acquisition Committee and the Acquisition Committee Mandate is to ensure that Future Access Acquisitions are free from any related party influences. In general, the intent of the Acquisition Committee Mandate is to require Acquisition Committee approval before StorageVault is able to proceed with a Future Access Acquisition. Alan Simpson, the Executive Vice-Chairman and a director of StorageVault, is the chair the Acquisition Committee.
In conjunction with the closing of the First Tranche, StorageVault has entered into a second amended and restated credit agreement (the “Credit Agreement”) with a Canadian Chartered Bank, which amends and restates the terms of its existing credit agreement with the bank. Pursuant to the Credit Agreement StorageVault has available credit facilities in the amount of up to $33 million. Such credit facilities are comprised of: (i) a $28 million non-revolving reducing term loan; and (ii) a $5 million revolving reducing capex line. In addition, the Credit Agreement includes a treasury risk management facility subject to a limit of $2 million.
Financing under the terms of the Credit Agreement is subject to a number of customary and usual conditions for this type of transaction, including but not limited to: (i) satisfactory completion of loan, security and account documentation, and lender due diligence; (ii) satisfactory compliance by StorageVault with financial and non-financial covenants normally applicable to transactions of this nature; and (iii) compliance by StorageVault with all material laws, including environmental regulations. StorageVault has drawn down $33,000,000 under the Credit Agreement.
Grant of Options
Concurrent with the closing of the acquisition of the Purchased Assets, StorageVault has granted a total of 2,901,000 options to purchase common shares of StorageVault to directors, officers, employees and consultants of StorageVault, with an exercise price of $0.41 and an expiry date of April 28, 2025. StorageVault has determined that there are exemptions available from the various requirements of TSX Venture Policy 5.9 and Multilateral Instrument 61-101 for the issuance of these options (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than $2,500,000).
About Access Self Storage Inc. and Cubeit Portable Storage Canada Inc.
Access has been in the storage business for over 16 years and own and operate 60 stores representing over 4 million square feet of fixed storage space. Access is the fastest growing storage company in Canada and is the largest Canadian owned operator with stores in Alberta, Manitoba, Ontario, Quebec and Nova Scotia.
About StorageVault Canada Inc.
With the completion of the First Tranche closing StorageVault will operate 10 self-storage facilities and 18 portable locations covering the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia. StorageVault intends to continue to grow its business through the acquisition of additional self-storage properties, and organically through the development of Canadian PUPS portable storage and Cubeit portable storage in Canada.
For further information, contact Mr. Steven Scott:
Tel: (416) 288-2402
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information: This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “ expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. In particular, this press release contains forward-looking information in relation to: the Second Tranche, the proposed closing of the Second Tranche and the potential closing date of the Second Tranche; the completion of Future Access Acquisitions; and the growth, goals, objectives and milestones of StorageVault. This forward-looking information reflects StorageVault’s current beliefs and is based on information currently available to StorageVault and on assumptions StorageVault believes are reasonable. These assumptions include, but are not limited to: the satisfactory fulfilment of all terms and conditions contained in the Purchase Agreement in relation to the Second Tranche; the receipt of all required approvals for the closing of the Second Tranche; market acceptance of the acquisition of the Purchased Assets; and acceptable financing to complete the closing of the Second Tranche. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of StorageVault to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation, including environmental legislation, affecting StorageVault; the timing and availability of external financing on acceptable terms; conclusions of economic evaluations; and lack of qualified, skilled labour or loss of key individuals. A description of additional assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in StorageVault’s disclosure documents on the SEDAR website at www.sedar.com. Although StorageVault has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release represent the expectations of StorageVault as of the date of this press release and, accordingly, are subject to change after such date. However, StorageVault expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.