14 Feb 2023
Alaris Equity Partners' US$546 Million Strategic Investment With Brookfield in Body Contour Centers LLC
On February 14, 2023, Alaris Equity Partners Income Trust completed a significant strategic transaction valued at CDN$565.7 million with Body Contour Centers LLC, also known as Sono Bello (BCC). Legal advisors for the transaction were unspecified.
The transaction involved Alaris exchanging US$145.0 million of its existing preferred units in BCC for newly issued convertible preferred units in BCC, termed the "Alaris Convertible Preferred Units." Brookfield Special Investments invested approximately US$400.0 million for convertible preferred units in BCC. Concurrently, Alaris received US$20.3 million in cash proceeds for the redemption of its remaining existing preferred units. These Convertible Preferred Units offer an 8.5% preferred distribution per annum and provide Alaris with additional profit allocation and an annual Transaction Fee.
This transaction signifies a significant milestone for Alaris, establishing a strategic partnership with Brookfield and enhancing its capital deployment capabilities. BCC has a track record of impressive performance with 5-year Compound Annual Growth Rates (CAGRs) exceeding 20% and 50% in top and bottom-line growth, respectively, making it an attractive deal. The Convertible Preferred Units offer Alaris the option to convert into common equity, promising a higher expected return compared to the Existing Preferred Units.
Additionally, specific employees of Alaris will participate in Profit Participation based on predefined return-based performance criteria. The transaction includes provisions such as a put right for Sponsors, a call right for BCC after five years, customary minority protective provisions, and Sponsors' board appointments to BCC's board.
In summary, this strategic transaction enables Alaris to maintain its strong partnership with BCC while introducing Brookfield, a prominent global asset manager, to the partnership, bolstering Alaris' investment capabilities and the potential for enhanced returns for its unitholders.