Aimia (TSE:AIM) executives outlined plans to reshape the company’s balance sheet and investment strategy after announcing the signing of a definitive agreement to sell its Bozzetto business. On a conference call, Executive Chairman Rhys Summerton and President and CFO Steven Leonard described the transaction economics, expected closing timeline, and the company’s intended use of proceeds, with an emphasis on debt reduction and future acquisitions.
Bozzetto sale proceeds and timeline
Management said the Bozzetto sale is expected to generate net proceeds in the range of CAD 265 million to CAD 271 million at closing. Summerton said the company anticipates closing within the next three months, subject to customary conditions, including regulatory approvals.
On transaction terms, Leonard said Bozzetto is valued at an enterprise value of CAD 411 million (EUR 255 million), less CAD 117 million of net debt, CAD 16.5 million of minority interests, and just under CAD 10 million of transaction costs. He also compared the valuation to Aimia’s acquisition price, saying Aimia acquired Bozzetto at an enterprise value of EUR 227 million and is selling based on closing conditions tied to an enterprise value of EUR 250 million.
Rationale for selling Bozzetto
Summerton acknowledged that Bozzetto had delivered consistent financial results during Aimia’s ownership, calling the question “why sell” a fair one. He said the company concluded it could maximize shareholder value by monetizing the asset and redeploying the proceeds toward reducing holding-company indebtedness and acquiring other companies considered more undervalued.
Summerton also highlighted structural considerations, including that Bozzetto’s geographic footprint limited Aimia’s ability to use its net operating losses against taxable income, and that Bozzetto’s credit facilities constrained the ability to upstream cash to the holding company. He said those limitations reduced flexibility to deploy capital for share buybacks or investments in other operating companies.
On taxes, Summerton said that with more than CAD 500 million of capital tax loss carryforwards as of September 30, the company does not anticipate paying taxes on the gain from the transaction, and expects to start utilizing those losses “a little bit” in this transaction. Later in the call, he also referred to having over CAD 1 billion of tax losses carried forward.
Notes redemption expected after closing
Leonard said that within 30 days after the transaction closes, Aimia will make an offer to purchase its senior notes, describing the offer as a requirement under the indenture triggered by the Bozzetto sale. He said the offer will be made at par value plus accrued interest up to closing. As of December 31, he said Aimia had CAD 142.6 million of outstanding senior notes, while noting that holders can retain the option to hold the notes until maturity in January 2030.
Leonard said the senior notes carry a 9.75% interest rate and consume CAD 13.9 million of annual cash. He said early redemption would result in cumulative cash savings to maturity of approximately $51 million. He also referenced a prior Substantial Issuer Bid, stating Aimia generated a gain of $53.8 million and annual cash savings of more than $5 million when it exchanged preferred shares at a discount to face value on the senior notes.
Capital allocation: acquisitions and geography
Following closing, Leonard said Aimia expects to begin deploying net proceeds toward acquiring controlling interests in operating companies. While the company did not provide specific targets, Leonard said the companies Aimia will pursue must offer the ability to acquire control, generate strong operating cash flows, maintain solid balance sheets, and be undervalued relative to peers.
In response to a question about where Aimia is seeing opportunities, Summerton said he sees “lots of value” in the U.K., particularly in basic businesses not exposed to technology disruption, with cash on the balance sheet and strong management teams. He said Aimia has also seen “one or two” attractive situations in Canada, while he described the U.S. as more challenging due to higher valuations and what he characterized as higher debt levels. He added that Aimia also sees opportunities in public markets where companies may be listed in one market but have attractive exposure elsewhere.
Summerton said Aimia’s near-term objective is to make acquisitions that increase the amount of cash at the center of the company, which he tied to building the capacity to utilize tax losses in Canada and the U.S. Over the longer term, he said executing the broader plan could take 18 months to two years, while emphasizing that the potential tender for the notes would allow Aimia to save 9.75% annually on that debt if noteholders tender.
Updates on other holdings: Cortland and Clear Media
Asked about other assets, Summerton said he has become more optimistic about Cortland after getting to know the business “from the inside.” He said there is “no rush” to sell it, though the company would consider monetization if an opportunity emerged that helped unlock value across the group. Regarding Clear Media, Summerton said Aimia would update the market when it releases results, and that there are currently no plans to exit that investment.
Summerton concluded that the Bozzetto sale is a meaningful step in repositioning Aimia as a “permanent capital” allocator, saying the company expects to emerge with substantial cash, “very little debt” once the transaction is completed, and significant tax-loss carryforwards, and pledged further updates as capital deployment plans progress.
About Aimia (TSE:AIM)
Aimia Inc (TSX: AIM) is a holding company that makes long-term investments in private and public businesses through controlling or minority stakes. We target companies with durable economic advantages evidenced by a track record of substantial free cash flow generation over complete business cycles, strong growth prospects, and guided by strong, experienced management teams. Headquartered in Toronto, Canada, Aimia is positioned to invest in any sector, wherever a suitable opportunity can be identified worldwide.
