Colliers International Group Inc 6-K, filed Feb 23, 2024
Colliers International Group Inc. (CIGI)
About this 6-K
Colliers International Group Inc filed this 6-K on February 23, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: February 2024
Commission File Number: 001-36898
Colliers International
Group Inc.
(Translation of registrant’s name into English)
1140 Bay Street, Suite 4000
Toronto, Ontario, Canada
M5S 2B4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F ☐ | Form 40-F ☒ |
Exhibit 99.2 of this Form 6-K shall be incorporated by reference as an exhibit to the registrant’s registration statement on Form F-10 (File No. 333-277184).
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Exhibit Index
| Exhibit | Description of Exhibit | ||
| 99.1 | Press release dated February 22, 2024 | ||
| 99.2 | Term Sheet dated February 22, 2024 | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| COLLIERS INTERNATIONAL GROUP INC. | |||
| Date: February 22, 2024 | By: | /s/ Christian Mayer | |
| Name: | Christian Mayer | ||
| Title: | Chief Financial Officer | ||
Exhibit 99.1
COMPANY CONTACTS:
Jay Hennick
Global Chairman and CEO
Christian Mayer
Chief Financial Officer
(416) 960-9500
Colliers International Group
Inc. Announces US$300 Million
Bought Deal Public Offering of Equity
TORONTO, Canada, February 22, 2024 – Colliers International Group Inc. (TSX and NASDAQ: CIGI) (“Colliers” or the
“Company”) has announced today that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets
and J.P. Morgan, under which the underwriters have agreed to buy on a “bought deal” basis 2,479,500 subordinate voting shares
(the “Subordinate Voting Shares”), at a price of US$121.00 per Subordinate Voting Share for gross proceeds of approximately
US$300 million (the “Offering”). Colliers has granted the Underwriters an option, exercisable at the offering price for a
period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments,
if any. The Offering is expected to close on or about February 28, 2024.
The net proceeds of the Offering will be used to repay balances outstanding on the Company’s credit facility and are intended to create additional capacity to fund potential future acquisition opportunities and growth initiatives, and for general corporate purposes.
The Subordinate Voting Shares are being offered for sale pursuant to the Offering in all of the provinces and territories of Canada, other than Quebec, by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s Canadian short form base shelf prospectus dated February 20, 2024 (the “Base Shelf Prospectus”). The Subordinate Voting Shares are being offered for sale in the public offering in the United States pursuant to an effective registration statement on Form F-10 (the “Registration Statement”) filed under the Canada/U.S. multi-jurisdictional disclosure system. Before investing, prospective purchasers in Canada should read the Prospectus Supplement, the Base Shelf Prospectus, and the documents incorporated by reference therein, and prospective purchasers in the United States should read the Registration Statement and the documents incorporated by reference therein for more complete information about the Company and the Offering. Subordinate Voting Shares may also be offered on a private placement basis in other international jurisdictions in reliance on applicable private placement exemptions.
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Copies of the Prospectus Supplement, the Base Shelf Prospectus, and the Registration Statement, when available, may be obtained upon request in Canada by contacting BMO Nesbitt Burns Inc., Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca, or J.P. Morgan Securities Canada Inc., Suite 4500, TD Bank Tower, 66 Wellington Street West, Toronto, ON M5K 1E7, or by telephone: Canada Sales 416-981-9233 and in the United States by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com, or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Phone: 866-803-9204. Copies of the applicable offering documents, when available, can be obtained free of charge under the Company’s profile on SEDAR+ at www.sedarplus.com and EDGAR at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Colliers
Colliers (NASDAQ,
TSX: CIGI) is a leading diversified professional services and investment management company. With operations in 66 countries, our 19,000
enterprising professionals work collaboratively to provide expert real estate and investment advice to clients. For more than 29 years,
our experienced leadership with significant inside ownership has delivered compound annual investment returns of approximately 20% for
shareholders. With annual revenues of $4.3 billion and $98 billion of assets under management, Colliers maximizes the potential of property
and real assets to accelerate the success of our clients, our investors and our people.
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Forward-looking Statements
This press release includes forward-looking statements. Forward-looking statements include the Company’s financial performance outlook and statements regarding goals, beliefs, strategies, objectives, plans or current expectations, including with respect to the Offering and the anticipated use of proceeds therefrom. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results, performance or achievements contemplated in the forward-looking statements. Such factors include: economic conditions, especially as they relate to commercial and consumer credit conditions and consumer spending, particularly in regions where our business may be concentrated; commercial real estate property values, vacancy rates and general conditions of financial liquidity for real estate transactions; trends in pricing and risk assumption for commercial real estate services; the effect of significant movements in average capitalization rates across different property types; a reduction by companies in their reliance on outsourcing for their commercial real estate needs, which would affect revenues and operating performance; competition in the markets served by the Company; the ability to attract new clients and to retain major clients and renew related contracts; the ability to retain and incentivize producers; increases in wage and benefit costs; the effects of changes in interest rates on the cost of borrowing; unexpected increases in operating costs, such as insurance, workers’ compensation and health care; changes in the frequency or severity of insurance incidents relative to historical experience; the effects of changes in foreign exchange rates in relation to the US dollar on the Company’s Canadian dollar, Euro, Australian dollar and UK pound sterling denominated revenues and expenses; the impact of pandemics on client demand for the Company’s services, the ability of the Company to deliver its services and the health and productivity of its employees; the impact of global climate change; the impact of political events including elections, referenda, trade policy changes, immigration policy changes, hostilities and terrorism on the Company’s operations; the ability to identify and make acquisitions at reasonable prices and successfully integrate acquired operations; the ability to execute on, and adapt to, information technology strategies and trends; the ability to comply with laws and regulations related to our global operations, including real estate and mortgage banking licensure, labour and employment laws and regulations, as well as the anti-corruption laws and trade sanctions; and changes in government laws and policies at the federal, state/provincial or local level that may adversely impact the business.
Additional information and risk factors are identified in the Company’s other periodic filings with Canadian and US securities regulators, including those identified in the Company’s annual information form for the year ended December 31, 2023 under the heading “Risk factors” (a copy of which may be obtained at www.sedarplus.com or as part of the Company’s Form 40-F available at www.sec.gov). Forward looking statements contained in this press release are made as of the date hereof and are subject to change. All forward-looking statements in this press release are qualified by these cautionary statements. Except as required by applicable law, Colliers undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Page 3
Exhibit 99.2
Colliers International Group Inc.
Treasury Offering of Subordinate Voting Shares
February 22, 2024
|
A final base shelf prospectus containing important information relating to securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
The Company has filed a registration statement on Form F-10 (File Number 333-277184) (including a final base shelf prospectus) and a prospectus supplement with the United States Securities and Exchange Commission (the “SEC”) for the offering to which this document relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and the other documents that the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents free of charge by visiting the SEC's website at http://www.sec.gov. Alternatively, the Company, any underwriter, or any dealer participating in the offering will arrange to send you the final base shelf prospectus (as supplemented by the prospectus supplement) if you request it by contacting BMO Capital Markets Corp., by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com.
Copies of the final base shelf prospectus, registration statement on Form F-10, and the applicable prospectus supplements may be obtained upon request in Canada by contacting BMO Nesbitt Burns Inc., Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca, or J.P. Morgan Securities Canada Inc., Suite 4500, TD Bank Tower, 66 Wellington Street West, Toronto, ON M5K 1E7, or by telephone: Canada Sales 416-981-9233, and in the United States by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com, or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Phone: 866-803-9204. Additionally, copies of these documents may be obtained free of charge by visiting the Company’s profile on SEDAR+ at www.sedarplus.ca/landingpage/ and EDGAR at www.sec.gov.
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| Terms and Conditions | |
| Issuer: | Colliers International Group Inc. (the “Company”). |
| Offering: | Treasury offering of 2,479,500 subordinate voting shares (“Subordinate Voting Shares”). |
| Offering Price: | US$121.00 per Subordinate Voting Share. |
| Issue Amount: | US$300,019,500 |
|
Over-Allotment Option: |
The Company has granted the Underwriters an option, exercisable, in whole or in part, at any time until and including 30 days following the closing of the Offering, to purchase up to an additional 371,925 subordinate voting shares at the Offering Price to cover the Underwriters’ over-allocation position, if any. |
| Use of Proceeds: | The net proceeds of the offering will be used to repay balances outstanding on the Company’s credit facility and are intended to create additional capacity to fund potential future acquisition opportunities and growth initiatives, and for general corporate purposes. |
| Form of Offering: | Bought deal by way of prospectus supplement to the Company’s base shelf prospectus dated February 20, 2024, to be filed in all provinces and territories of Canada. Registered public offering in the United States under the multijurisdictional disclosure system. In jurisdictions outside of Canada and the United States, as approved by the Company and the Underwriters, acting reasonably, in accordance with all applicable laws provided that the registration of the Subordinate Voting Shares in such jurisdiction will not be required, no prospectus, registration statement or similar document is required to be filed in such jurisdiction and the Company will not be subject to any continuous disclosure requirements in such jurisdiction. |
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Colliers International Group Inc.
Treasury Offering of Subordinate Voting Shares
February 22, 2024
| Listing: | An application has been made to list the Subordinate Voting Shares issuable under the Offering on the Toronto Stock Exchange (the “TSX”) and, if required, an appropriate notification for the listing of the Subordinate Voting Shares will be provided to the Nasdaq Stock Market (“Nasdaq”). Listing of such Subordinate Voting Shares is subject to the approval of the TSX in accordance with its applicable listing requirements. The existing subordinate voting shares are listed on the TSX and Nasdaq under the symbol “CIGI”. |
| Eligibility: | Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs, DPSPs, and FHSAs. |
| Joint Bookrunners: |
BMO Capital Markets and J.P. Morgan. |
| Commission: | 4.0%. |
|
Closing: |
February 28, 2024. |
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