Berkshire Hathaway Announces Agreement to Invest in Home Capital
22 Junho 2017 - 10:00AM
Business Wire
Berkshire Hathaway Inc. (NYSE: BRK.A; BRK.B)
(“Berkshire”) announced today that its wholly-owned
subsidiary, Columbia Insurance Company (“Columbia”), has
entered into an investment agreement (the “Investment
Agreement”) pursuant to which it has agreed to make an initial
investment (the “Initial Investment”) of C$153,225,739 to
acquire 16,044,580 common shares (“Common Shares”) of Home
Capital Group Inc. (“Home Capital”) on a private placement
basis, representing an approximate 19.99% equity stake in Home
Capital on a post-issuance basis (25% on a pre-issuance basis).
Subject to approval from the Toronto Stock Exchange for reliance on
the “financial hardship” provisions of the TSX Company Manual, the
Initial Investment will not require approval of Home Capital’s
shareholders and is expected to close on June 29, 2017. The Initial
Investment is subject to customary closing conditions and is not
subject to any financing or diligence condition. Columbia also
agreed to make an additional investment (the “Additional
Investment”) of C$246,774,261 to acquire 23,955,420 Common
Shares on a private placement basis, which, together with its
Initial Investment, would represent an approximate 38.39% equity
stake in Home Capital. The Additional Investment will be subject to
approval by not less than a majority of the votes cast by Home
Capital’s shareholders (excluding the Common Shares beneficially
held by Berkshire, or over which it exercises control or direction)
at a special meeting of shareholders that is expected to take place
in September 2017. The Additional Investment is also subject to
Canadian Competition Act clearance and other customary closing
conditions. If approved by Home Capital’s shareholders, it is
anticipated that the Additional Investment would close shortly
after the required special shareholders meeting.
Berkshire will not be granted any rights to nominate directors
of Home Capital or any governance rights as an equity holder
pursuant to the Investment Agreement. Berkshire will be granted
customary registration rights for transactions with a significant
shareholder in connection with the Additional Investment. In
addition, Berkshire has agreed that for as long as it owns more
than 25% of the outstanding Common Shares it will only be entitled
to vote that number of shares that represents 25% of the
outstanding Common Shares, unless and until it obtains the required
regulatory approvals to enable it to vote greater than a 25%
interest.
The Investment Agreement contains non-solicitation covenants of
Home Capital, subject to fiduciary obligations of the board of
directors of Home Capital (the “Board”). The Board has
agreed to recommend to the shareholders that they vote in favour of
the Additional Investment. If the Board makes a change in its
recommendation for any reason and shareholder approval of the
Additional Investment by the Investor is not obtained, then the
terms of the New Credit Agreement (defined below) shall
automatically increase the interest rate on outstanding balances by
0.5% per annum and a standby fee on undrawn funds will increase by
0.75% per annum. If there is a change in the Board’s recommendation
and shareholder approval of the Additional Investment is not
obtained, these amended terms to the New Credit Agreement would be
effective regardless of whether the Company enters into any
agreement to complete an alternative transaction.
Concurrently with the execution of the Investment Agreement,
Home Capital caused Home Trust Company, as borrower, to agree to
enter into a new C$2 billion loan facility (the “New Credit
Agreement”) with a wholly-owned subsidiary of Berkshire, as the
agent and initial lender, to be secured against a portfolio of
mortgages originated by Home Trust Company. The New Credit
Agreement will replace the C$2 billion loan facility made as of May
1, 2017 between Home Trust Company, as borrower, and a major
institutional investor, and is expected to be effective on June 29,
2017.
The Common Shares will be acquired for investment purposes.
Berkshire will evaluate its investment in Home Capital from time to
time and may, based on such evaluation, market conditions and other
circumstances, increase or decrease its shareholdings as
circumstances require pursuant to the registration rights agreement
contemplated in the Investment Agreement, market transactions,
private agreements, or otherwise, in each case in accordance with
applicable securities laws.
This press release is issued pursuant to National Instrument
62-103 – The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues, which requires a report to be filed under
Home Capital’s profile on SEDAR (www.sedar.com) containing
additional information with respect to the foregoing matters. A
copy of such report may be obtained by contacting Marc D. Hamburg,
Senior Vice President and Chief Financial Officer at (402)
346-1400. Columbia has an office c/o Berkshire Hathaway Inc., 3555
Farnam Street, Suite 1440, Omaha, NE 68131.
About Berkshire Hathaway (www.berkshirehathaway.com):
Berkshire Hathaway and its subsidiaries engage in diverse
business activities including insurance and reinsurance, utilities
and energy, freight rail transportation, finance, manufacturing,
retailing and services. Common stock of Berkshire is listed on the
New York Stock Exchange, trading symbols BRK.A and BRK.B.
Cautionary Statement
Certain statements contained in this press release are “forward
looking” statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and Canadian securities legislation.
These statements are not guaranties of future performance and
actual results may differ materially from those forecasted.
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version on businesswire.com: http://www.businesswire.com/news/home/20170622005658/en/
Berkshire Hathaway Inc.Marc D. Hamburg, 402-346-1400
Home Capital (TSX:HCG)
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