Sean Morrison reports
DIVERSIFIED ROYALTY CORP. COMPLETES ACQUISITION OF US-BASED STRATUS BUILDING SOLUTIONS TRADEMARKS AND CONFIRMS INCREASE IN ANNUAL DIVIDEND
Diversified Royalty Corp. has closed its previously announced agreement with SBS Franchising LLC (Stratus) of North Hollywood, Calif., to add its seventh royalty stream to Diversified Royalty's portfolio and Diversified Royalty's first royalty stream based primarily in the United States. Stratus is a franchisor that offers master franchises for commercial cleaning services and building maintenance services in the United States and Canada under the "Stratus Building Solutions" system and trademarks, and also manages and operates certain master franchises through its affiliates in the United States. All dollar amounts in this news release, unless specifically denominated in U.S. dollars, are represented in Canadian dollars.
DIV's subsidiary, Strat-B Royalties Limited Partnership ("Strat-B LP"), acquired Stratus' worldwide trademark portfolio and certain other intellectual property rights utilized by Stratus in its business (the "Stratus Rights") for a purchase price (the "Purchase Price") of US$59.4 million, subject to adjustment if certain conditions are met (the "Acquisition"). The Purchase Price was funded with approximately C$47.0 million drawn from DIV's existing undrawn acquisition facility, a C$15 million increase in the senior credit facilities of DIV's subsidiary ML Royalties Limited Partnership, and a new US$15 million senior credit facility issued to Strat-B LP.
Immediately following the closing of the Acquisition, DIV licensed the Stratus Rights in the United States, Canada, Australia, New Zealand and the United Kingdom back to Stratus for 50 years, in exchange for an initial royalty payment of US$6 million per annum (the "Royalty" and together with the Acquisition, the "Transaction"). The initial royalty will be automatically increased by 5% on each anniversary of the closing date in calendar years 2023, 2024, 2025 and 2026 and by 4% on each anniversary of the closing date thereafter without any further consideration payable by DIV or Strat-B LP. Stratus may also increase the annual royalty payable on April 1st of each year following the closing date (each an "Adjustment Date") subject to Stratus satisfying certain royalty coverage tests. The amount of each royalty increase cannot be less than US$1,000,000 per annum and must, in respect of amounts over that threshold, be in increments of US$100,000 per annum. In consideration for a royalty increase on an Adjustment Date, Strat-B LP will pay an amount to Stratus in cash, based on a formula that is intended to be accretive to DIV shareholders, as additional consideration for the Stratus Rights.
Given the successful completion of the Acquisition, DIV's annual dividend will increase from 23.5 cents per share to 24.0 cents per share effective January 1, 2023 as previously announced.
For further details with respect to the Transaction, see DIV's news release dated November 14, 2022, a copy of which is available under DIV's profile on SEDAR.
About Diversified Royalty Corp.
DIV is a multi-royalty corporation, engaged in the business of acquiring top-line royalties from well-managed multi-location businesses and franchisors in North America. DIV's objective is to acquire predictable, growing royalty streams from a diverse group of multi-location businesses and franchisors.
DIV currently owns the Mr. Lube, AIR MILES, Sutton, Mr. Mikes, Nurse Next Door, Oxford Learning Centres and Stratus Building Solutions trademarks. Mr. Lube is the leading quick lube service business in Canada, with locations across Canada. AIR MILES is Canada's largest coalition loyalty program. Sutton is among the leading residential real estate brokerage franchisor businesses in Canada. Mr. Mikes currently operates casual steakhouse restaurants primarily in western Canadian communities. Nurse Next Door is one of North America's fastest growing home care providers with locations across Canada and the United States as well as in Australia. Oxford Learning Centres is one of Canada's leading franchised supplemental education services. Stratus offers master franchises for commercial cleaning services and building maintenance services in the United States and Canada.
DIV's objective is to increase cash flow per share by making accretive royalty purchases and through the growth of purchased royalties. DIV intends to continue to pay a predictable and stable monthly dividend to shareholders and increase the dividend over time, in each case as cash flow per share allows.
We seek Safe Harbor.
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