F-10: Colliers International Group Files Shelf Prospectus for Potential Securities Offerings

Colliers International Group has filed a short form base shelf prospectus allowing for the potential issuance of various securities over a 25-month period.

Summary

• Colliers International Group Inc. has filed a short form base shelf prospectus to offer various securities, including subordinate voting shares, preference shares, debt securities, warrants, subscription receipts, and units.
• The company may offer and issue these securities from time to time over a 25-month period.
• The specific terms of the securities, including amounts, prices, and other conditions, will be determined based on market conditions at the time of sale and will be detailed in prospectus supplements.
• The prospectus allows Colliers to offer up to $750,000,000 (USD) in securities.
• The outstanding subordinate voting shares are listed on the Toronto Stock Exchange (TSX) and the Nasdaq Stock Market under the symbol CIGI.
• As of February 16, 2024, the closing price of the Subordinate Voting Shares on the TSX was C$173.78 and the closing price of the Subordinate Voting Shares on Nasdaq was US$129.04.

Sentiment

Score: 7

Explanation: The document is primarily factual and legal in nature, but the inclusion of management's positive comments about the company's performance and future outlook contributes to a moderately positive sentiment.

Positives

• The shelf prospectus provides Colliers with flexibility to raise capital as needed based on market conditions.
• Colliers qualifies as a well-known seasoned issuer, allowing for a streamlined offering process.

Negatives

• The document itself does not contain any negative information.

Risks

• Investing in the securities involves certain risks, as outlined in the prospectus and incorporated documents.
• The prospectus references various risk factors, including economic conditions, rising interest rates, inflation, the impact of the COVID-19 pandemic, and competition.

Future Outlook

The company may offer and sell securities from time to time in one or more transactions at a fixed price or prices or at non-fixed prices.

Management Comments

• At Colliers, we accelerate success.
• Our growth reflects the strength of our diversified business and enterprising culture.
• Having a larger proportion of recurring services has transformed Colliers into a more balanced and resilient company one that is diversified across regions, services, and client types.
• Our enterprising culture and growth mindset drive our success.
• I am pleased to say we are pacing well ahead of our targets, with earnings from recurring revenue streams now representing 58% of our proforma AEBITDA.
• Making strategic investments continued to be a key priority and we see more opportunities to build for our future now than at any other point in our history.
• As a result, Colliers is better equipped than ever to help our clients and investors navigate their biggest challenges.
• We finished the year with $98 billion of assets under management*, 85% of which were invested in perpetual or long-dated strategies and about 70% in highly defensive asset classes.
• The nature of these assets, coupled with our experienced and highly committed investment teams, put us on a strong growth trajectory for 2023 and beyond.
• Chris has deep expertise leading decentralized operations the Colliers Way and I am confident he will us accelerate growth, enhance collaboration, and strengthen our unique culture.
• We were also pleased to name Davoud AmelAzizpour, most recently CFO of the EMEA region, as Chris successor as CEO of EMEA to continue to increase our scale and profitability.
• We also welcomed Stuart McDonald as Global Chief Information Officer to shape and drive our technology agenda and deliver the best applications and tools for our people, clients, and world-class workplaces.
• Our success is made possible by our greatest assets: 18,000 professionals worldwide, who drive exceptional results for clients wherever they operate.
• Our enterprising culture attracts top talent and empowers our people to do their best work.
• Exceeding external benchmarks in our latest global employee engagement survey is a prime example of our culture of openness and ability to shape Colliers together.
• We pledged to achieve net zero in our own operations by 2030 with 40% female employees overall as well as in manager+ roles in our service and investment management businesses by 2025.
• Creating value for clients, investors and shareholders has always been our focus.
• Our proven record of delivering compound annual returns of about 20% over the past 28 years sets us apart.
• I am immensely proud of Colliers enterprising culture, partnership philosophy and significant inside ownership that has unlocked much of our growth and success.
• Fueled by our achievements and long-term vision, our future could not be brighter!

Industry Context

Colliers operates in the commercial real estate services and investment management industry, competing with firms like CBRE, Jones Lang LaSalle (JLL), and Cushman & Wakefield. The shelf prospectus indicates a strategic move to maintain financial flexibility and capitalize on market opportunities, aligning with industry trends of growth and diversification.

Comparison to Industry Standards

• CBRE Group, Inc., Jones Lang LaSalle Incorporated, Savills plc, Cushman & Wakefield PLC, Newmark Group Inc., Brookfield Asset Management Ltd., Hamilton Lane Advisors LLC and Blue Owl Capital Inc. are comparators for CEO salary benchmarking purposes.
• Such peer group includes members that operates in industries similar to that of Colliers and that are in certain cases of a similar size with respect to revenue and enterprise value.

Stakeholder Impact

• Shareholders may experience dilution if new equity securities are issued.
• The potential capital raise could provide Colliers with additional resources for growth and strategic initiatives.
• The availability of debt securities could impact the company's leverage and financial flexibility.

Next Steps

• Colliers will determine the specific terms of any securities offerings based on market conditions.
• The company will file prospectus supplements with details of each offering.

Key Dates

Keywords

securities, Colliers International, prospectus, offering, debt securities, shares, warrants, subscription receipts, units, capital raise