Franchise Services of North America Inc. Announces Agreement to Acquire Advantage® Rent-A-Car Business

  • Acquisition complements FSNA's existing North America portfolio of 28 airports serviced under the U-Save Car & Truck Rental® brand with the addition of 62 rental locations servicing airports
  • Macquarie Capital will fund the transaction in exchange for a 49.76% equity stake
  • Purchase of Advantage enables Hertz to complete the acquisition of Dollar Thrifty

CALGARY, Aug. 28, 2012 /CNW/ - FRANCHISE SERVICES OF NORTH AMERICA INC. ("FSNA" or the "Company")  (TSX-V: FSN)  today announced that it entered into an arm's length agreement on July 13, 2012 to acquire Simply Wheelz, LLC, a Delaware limited liability company and the holding company of the Advantage® Rent-A-Car brand ("Advantage") and certain other divested assets (together, the "Assets") from Hertz Global Holdings, Inc. (NYSE: HTZ). FSNA's purchase of Advantage facilitates Hertz's $2.3 billion announced acquisition of Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) announced yesterday.

Macquarie Capital provided FSNA a full range of advisory and financing services including structuring advice and negotiation strategy to facilitate the acquisition of Advantage, which is currently operated as an integrated unit under Hertz and shares back office functions. In addition to providing these services, Macquarie Capital has indirectly committed $15 million in equity capital in order to fund the total consideration for the Assets, resulting in Macquarie Capital holding a 49.76% equity stake in FSNA upon completion of the transaction.

FSNA will operate Advantage from 62 rental locations servicing airports across the United States. This includes certain former Thrifty rental locations whereby Advantage will now operate from in-terminal concessions in new markets in the United States. The acquisition significantly expands upon FSNA's current leisure car rental presence, which consists of 28 franchised airport locations operated under the U-Save Car & Truck Rental® brand globally.

"The acquisition of Advantage is a significant milestone for FSNA as it marks a major step forward in our growth strategy by considerably strengthening our position in the U.S. car rental market," said Sandy Miller, Co-Chairman and Co-CEO of FSNA. "Advantage is a well-known brand in the leisure rental car space, and their operations include prime airport locations, which will complement our existing North American business. We plan to continue the development of the brand both domestically and internationally. We welcome the Advantage employees and their customers and are committed to making this a seamless transition for all."

"Expanding our car rental footprint and running multi-branded companies will help to enhance the underlying value of the company for our shareholders. We also believe that in many instances, an opportunity will exist for our franchisees to expand their offerings and this will mean an incremental opportunity for our insurance divisions," added Tom McDonnell, Co-Chairman and Co-CEO of FSNA.

"This transaction demonstrates our commitment to finding innovative solutions for clients, and we are pleased to partner with FSNA and Hertz to effectuate a transaction that is strategic for both companies," said Robert Bertagna, Global Head of Industrials, Macquarie Capital. "This exemplifies Macquarie's client partnership approach whereby the firm seeks to find solutions to help fulfil client needs, including strategic advice and a full range of structured capital solutions."

"This acquisition represents a significant opportunity in the evolution of FSNA's business and we are grateful to be able to partner with Macquarie Capital, which was critical in enabling the transaction through a significant commitment of capital and tailored, expert advice," added Mr. Miller.

The acquisition will proceed by way of a merger between wholly owned subsidiaries of the Company and Macquarie Capital (the "Merger").  Macquarie Capital, through a wholly owned subsidiary, has entered into a purchase agreement with Hertz for the acquisition (the "Acquisition") of the Assets.

The completion of the Acquisition is conditioned upon, among other things, Hertz completing its acquisition of Dollar Thrifty. In turn, the completion of the Acquisition is a condition precedent to the completion of the Merger.  The Merger is expected to close in the fourth quarter and is subject to certain conditions as more fully described in the appendix to this press release.

All dollar amounts in this press release are in U.S. dollars unless otherwise specified. More information regarding the Assets and the transaction can be found in the appendix to this press release.

Trading of the Company's common shares on the TSX Venture Exchange ("TSXV") has been halted pending receipt and review of the applicable documentation by the TSXV.

Edinger Associates PLLC, Stikeman Elliott LLP and Paul Hastings LLP are acting as legal advisors to FSNA.  Seer Capital Management LP also assisted as financial advisor to FSNA.

Sidley Austin LLP and Blake, Cassels & Graydon LLP are acting as legal advisors to Macquarie Capital.

About FSNA

FSNA is a publicly traded company listed on the TSX Venture Exchange. The Company and its subsidiaries own the following brands: U-Save Car & Truck Rental®, U-Save Car Sales, Rent-A-Wreck of Canada, PractiCar, Auto Rental Resource Center ("ARRC"), Xpress Rent A Car and Peakstone Financial Services.

U-Save, together with its subsidiary ARRC, has over 1,100 locations throughout the United States and is one of North America's largest franchise car rental companies. Having primarily serviced the local market for the past 30 years, the Company is expanding into the airport market with plans for the opening of airport locations in the top 30 markets in the United States and the major airports in Canada. U-Save currently services 28 airport markets in 11 different states and 7 countries. U-Save Car Sales is an expansion of the U-Save brand into the car sales market, and provides goods and services to car sales operators looking to affiliate with a national brand.

Practicar Systems Inc. (a wholly owned subsidiary of FSNA) owns the rights to the Rent-A-Wreck® and the PractiCar® trademarks for all of Canada. The Rent-A-Wreck® system operates a network of 68 franchise locations from coast-to-coast in Canada, providing a range of vehicle rental, leasing and sales options to its customers. The Rent-A-Wreck® system has been in continuous operation in Canada since 1976.

Caution

Completion of the Merger will be subject to a number of conditions, including TSX Venture Exchange acceptance and approval by the Company's shareholders. The Merger cannot close until all required approvals are obtained. There can be no assurance that the Merger will be completed as proposed, or at all.

Investors are cautioned that, except as disclosed in the circular of FSNA to be prepared in connection with the Merger, any information released or received with respect to the Merger may not be accurate or complete and should not be relied upon. Trading in the securities of FSNA should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the Merger and has neither approved nor disapproved the contents of this press release.

Forward-Looking Information

Certain statements made in this press release which includes the attached appendix are forward looking in nature, including statements made with respect to the Merger; the operating results of the combined businesses; the benefits of the completed transaction to the Company; the anticipated timing to close the transaction; and other matters. The words "may," "could," "should," "would," "expect," "intend," "estimate," "anticipate," "believe," or "outlook" and similar expressions often identify forward-looking information. By their nature, forward-looking statements require FSNA to make assumptions and are subject to inherent risks and uncertainties and other factors that may cause the actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, expectations and assumptions concerning the Merger and the satisfaction of conditions to the completion of the Merger the parties' ability to close the transaction and within the currently anticipated timeline; and the factors and assumptions discussed in the Company's Consolidated Financial Statements for the year ended September 30, 2011 and other documents filed with certain provincial securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made.  Although FSNA believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because FSNA can give no assurance that they will prove to be correct. FSNA's forward-looking statements are qualified in their entirety by these cautionary statements. In addition, the forward-looking statements are made only as of the date of this press release, and except as required by applicable law, FSNA undertakes no obligation to publicly update these forward-looking statements to reflect new information, subsequent events or otherwise. 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Appendix

About the Assets

The Assets consist primarily of the Advantage® brand name, concession agreements and the contracts associated with its existing car rental operations at 62 on- and off-airport locations in the United States and a small amount of related personal property (i.e., fuel, shuttle busses, furniture, phone systems, computers, etc. used in those airport car rental facilities).

The Assets also include concession agreements and contracts associated with certain on-airport locations currently operated by Dollar Thrifty, together with certain related personal property. These rental locations, formerly under the Thrifty brand name, will enable Advantage to operate from in-terminal concessions in new markets in the United States. The acquisition significantly expands upon FSNA's current leisure car rental presence, which currently consists of 28 franchised airport locations operated under the U-Save Car & Truck Rental® brand globally.

Information in Respect of the Transaction

The Merger

On July 13, 2012 Adreca Holdings Corp. ("Adreca") and Boketo LLC (the "Investor"), wholly-owned subsidiaries of Macquarie Capital, entered into an agreement with FSNA and Advantage Company Holdings, Inc. ("Merger Sub"), a wholly-owned subsidiary of FSNA (the "Merger Agreement").  Following the Merger, the surviving entity Merger Sub will be a wholly-owned subsidiary of FSNA. Pursuant to the Merger Agreement, and upon the satisfaction of certain conditions, Merger Sub and Adreca will merge, with Merger Sub as the surviving entity, and the Investor shall be issued preferred shares of FSNA ("Preferred Shares") from treasury and certain rights to acquire additional Preferred Shares upon the exercise of outstanding options convertible into common shares of FSNA held by others such that the Investor's equity interest will equal 49.76% of the total outstanding equity capital of FSNA on an as-converted basis after completion of the Merger notwithstanding the exercise of any currently outstanding options or warrants of FSNA.  In connection with the acquisition of the Assets by Adreca, it will be capitalized with approximately $15 million by the Investor.

The Preferred Shares shall vote together with the common shares on all matters, except that the separate approval of the majority of the Preferred Shares shall be required in respect of certain fundamental matters and that the Preferred Shares will have certain board approval rights.  The Preferred Shares will have pre-emptive and coattail rights.  Holders of the Preferred Shares will be paid dividends on an as-converted basis if any dividends are paid on the common shares of FSNA, and upon liquidation, dissolution or winding-up, holders of the Preferred Shares shall be entitled to receive $0.00001 per share. The Preferred Shares shall be convertible, upon satisfaction of certain conditions, for common shares of FSNA.

The Investor has also agreed, upon certain conditions, to provide up to $7,500,000 in additional financing if necessary to FSNA if other third-party financing cannot be obtained. If provided by the Investor, the additional financing would be in the form of exchangeable debt and could result in the Investor obtaining additional common shares of FSNA at any time following the date that is 18 months from the closing of the Merger or in the event of a change in control of FSNA. The terms of such additional financing remain subject to the approval of the TSXV.

The Merger is subject to important contingencies.  The completion of the Merger is conditional upon, among other things, the acquisition by Adreca of the Assets.  The completion of the Acquisition is itself conditional upon, among other things, Hertz or one of its subsidiaries consummating the acquisition of Dollar Thrifty (the "Hertz/ Dollar Thrifty Acquisition"). The Hertz/ Dollar Thrifty Acquisition is conditional upon customary closing conditions, including FTC approval.

FSNA will seek shareholder approval of the Merger.  In order to facilitate the Merger and to comply with certain terms of the Merger Agreement, FSNA also intends to seek shareholder approval for the continuance of FSNA (i.e. relocate its jurisdiction of incorporation) to the State of Delaware and to set the number of directors of FSNA at seven. Shareholders holding more than 66⅔% of FSNA's common shares have entered into agreements to vote their common shares in favour of the Merger and the continuance of FSNA to Delaware.

Completion of the Merger will be subject to a number of other conditions, including, without limitation, obtaining the approval of the TSXV and FSNA's shareholders.  The Merger will not close until the required approvals are obtained.

Management Services Agreement and Warrant of Adreca

It is possible that Adreca will acquire the Assets before the Merger is complete.  In connection with the Merger and the Acquisition, FSNA and Adreca entered into the Management Services Agreement pursuant to which FSNA will provide Adreca with certain management services in respect of the Assets pending closing of the Merger. As consideration for the services provided under the Management Services Agreement, FSNA shall be entitled to its costs plus 25% in respect of services provided by FSNA employees and to recover its costs in respect of all other services.  In addition, FSNA has been issued a warrant of Adreca (the "Warrant") entitling FSNA to receive 35% of the common shares of Adreca in certain circumstances as consideration for, among other things, the services provided under the Management Services Agreement.  The Warrant is only exercisable if the Merger has not been consummated by May 9, 2013 or as otherwise set out in the Merger Agreement.


SOURCE Franchise Services of North America Inc.




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