TORONTO, ONTARIO–(Marketwired – Aug. 31, 2015) – Element Financial Corporation (TSX:EFN) (“Element” or the “Company”), one of North America’s leading fleet management and equipment finance companies, today announced that it has closed the U.S.-based portion (the “U.S. Transaction”) of the previously announced acquisition of the remaining North American fleet management operations of General Electric Capital Corporation (“GE Capital”) and expects to close the acquisition of GE Capital’s fleet management operations in Mexico, Australia and New Zealand on September 30, 2015, subject to customary closing conditions. Element previously acquired the Canadian operations of GE Capital’s fleet management business in June of 2013.
“The fleet management industry is a primary focus for Element Financial Corporation as a platform for delivering strong cash flows for our business, leading-edge products and services for our customers, challenging career opportunities for our employees and attractive returns for our investors,” noted Bradley Nullmeyer, Element Financial Corporation’s President.
“Based on our experience integrating previously acquired fleet management platforms, we are very confident in our ability to meet or exceed our previously announced US$90 million to US$95 million integration savings target and to be in a position to re-engage in the consolidation of this industry by the mid-point of 2016,” said Steven Hudson, Element’s Chief Executive Officer.
The U.S. Transaction, together with the planned closing of the acquisition of GE Capital’s fleet operations in Mexico, Australia and New Zealand, provides Element with enhanced scale, scope and market depth in serving the fleet sector in North America and abroad through the Company’s Element-Arval global alliance.
The U.S. Transaction constitutes an “Eligible Transaction” under the terms of the outstanding subscription receipts and 4.25% extendible convertible unsecured subordinated debentures issued by Element on May 29, 2015 and the completion of the U.S. Transaction constitutes an “Acquisition Closing” under the terms of such securities. As a result, each subscription receipt will be exchanged for one common share of the Company as soon as practicable following the closing of the U.S. Transaction in accordance with its terms. Element expects that the subscription receipts will be halted for trading prior to the commencement of trading on September 1, 2015 and will be delisted as at the closing of business on September 1, 2015 on the Toronto Stock Exchange (“TSX”) and that the underlying common shares are expected to commence trading on the TSX on or about September 1, 2015. In addition, the maturity date of the debentures has been automatically extended from December 31, 2015 to June 30, 2020 in accordance with the terms of such debentures.
Concurrent with the closing of the U.S. Transaction and in accordance with the terms of its August 24, 2015 Credit Agreement, the interest rate charged on the Company’s recently expanded US$8.5 billion senior secured three-year credit facility has been reduced by 20 basis points.
About Element Financial Corporation
With total assets of approximately C$22 billion after giving effect to the U.S. Transaction and the expected closing of GE Capital’s fleet management operations in Mexico, Australia and New Zealand, Element Financial Corporation is one of North America’s leading fleet management and equipment finance companies. Element operates across North America in four verticals of the equipment finance market – Fleet Management, Rail Finance, Commercial & Vendor Finance, and Aviation Finance.
This release includes forward-looking statements regarding Element and its business. Such statements are based on the current expectations and views of future events of Element’s management. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements, including, among others, statements regarding the closing, subsequent integration and financial impact of the acquisition of various fleet management businesses from GE Capital and regarding Element being in a position to re-engage in industry consolidation by mid-2016. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Element, including risks regarding the equipment finance industry, economic factors, risks related to completion of the proposed purchases of portfolios of finance assets, risks related to the closing conditions in the purchase agreement relating to the acquisition of GE Capital’s fleet management operations in Mexico, Australia and New Zealand and many other factors beyond the control of Element. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. A discussion of the material risks and assumptions associated with this outlook can be found in Element’s 2014 MD&A, and 2014 Annual Information Form, all of which have been filed on SEDAR and can be accessed at www.sedar.com. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Element undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Senior Vice President
(416) 386-1067 ext. 2313
Element Financial Corporation
Chief Financial Officer
(416) 386-1067 ext. 2225