LONDON–(BUSINESS WIRE)–CI Financial Holdings Ltd. (“CI” or the “Company”) today announced that it has successfully priced its private offering (the “Offering”) of US$500 million aggregate principal amount of its 7.625% fixed-rate resettable junior subordinated notes due 2056 (the “Notes”). The Offering is expected to close on July 23, 2026, subject to satisfaction of customary closing conditions. The Notes will rank junior and be subordinated to the senior unsecured guarantees of the indebtedness of the Company’s subsidiary, CI Financial Corp.
The Notes will bear interest at a fixed rate of 7.625% per year until July 23, 2031. On and after such date, the interest rate on the Notes will reset every five years, with the interest rate for each reset period equal to the five-year U.S. treasury rate plus a spread of 3.252%. Subject to certain conditions, CI will be permitted to defer payment of interest on the Notes for up to five years per occasion.
CI expects to receive net proceeds of approximately US$495 million in connection with the Offering. CI intends to use the net proceeds from the Offering for general corporate purposes, which may include future acquisitions and repurchases and/or repayments of its other existing indebtedness.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction, including Canada, and may not be offered or sold in the United States or Canada absent registration or an applicable exemption from such registration requirements. The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act and outside the United States, including on a private placement basis in Canada to certain “accredited investors” who are not individuals and are “permitted clients” under applicable Canadian securities laws, in reliance on the exemption from registration set forth in Regulation S under the Securities Act.
This media release does not and shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
About CI Financial Holdings Ltd.
CI Financial Holdings Ltd. is a United Kingdom-based holding company. Its operating subsidiaries include Toronto-based CI Financial Corp., a diversified global asset and wealth management company, and Miami-based Corient, the world’s largest multi-family office and non-bank wealth manager focused on ultra-high- and high-net-worth clients.
CI Financial Holdings’ head office is located at The Pavilions, Bridgwater Road, Bristol, England, BS13 8AE.
Forward-Looking Statements
This media release contains forward-looking statements concerning anticipated future events, results, circumstances, performance or expectations with respect to CI and its products and services, including its business operations, strategy and financial performance and condition. Forward-looking statements are typically identified by words such as “believe”, “expect”, “foresee”, “forecast”, “anticipate”, “intend”, “estimate”, “goal”, “plan” and “project” and similar references to future periods, or conditional verbs such as “will”, “may”, “should”, “could” or “would”. These statements are not historical facts but instead represent management beliefs regarding future events, many of which by their nature are inherently uncertain and beyond management’s control. In particular, these statements include, without limitation, statements about the Offering, the intended use of proceeds from the Offering and the anticipated timing for closing of the Offering.
Although management believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements involve risks and uncertainties. The material factors and assumptions applied in reaching the conclusions contained in the forward-looking statements include that asset levels will remain stable. The foregoing list is not exhaustive and the reader is cautioned to consider these and other factors carefully and not to place undue reliance on forward-looking statements. Other than as specifically required by applicable law, CI undertakes no obligation to update or alter any forward-looking statement after the date on which it is made, whether to reflect new information, future events or otherwise.
This media release has been prepared on the basis that any offer of Notes in any member state of the European Economic Area (“EEA”) will be made pursuant to an exemption under the Prospectus Regulation from a requirement to publish a prospectus for offers of Notes. For these purposes the expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended. This media release does not constitute a prospectus within the meaning of the Prospectus Regulation and does not constitute an offer to the public in the EEA.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MIFID II”), (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This media release has been prepared on the basis that any offer of the Notes in the United Kingdom (the “UK”) will be made pursuant to an exemption under the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”) and the Financial Services and Markets Act 2000 (as amended, the “FSMA”) from a requirement to publish a prospectus for offers of Notes. This media release does not constitute a prospectus within the meaning of the POATRs and does not constitute an offer to the public in the UK.
The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (the “DISC”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and, therefore, offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
In the United Kingdom, this media release is only being distributed to and is only directed at persons who are (i) “investment professionals,” as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); (ii) high net worth entities or other persons falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This media release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this media release relates is available only to relevant persons and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with relevant persons.
Contacts
Investor Relations
Media Relations
Canada
Murray Oxby
Vice-President, Corporate Communications
416-681-3254
[email protected]
United States
Jimmy Moock
Managing Partner, StreetCred
610-304-4570
[email protected]
[email protected]
