ALARIS EQUITY PARTNERS ANNOUNCES $100 MILLION BOUGHT DEAL OFFERING OF TRUST UNITS, US$95 MILLION INVESTMENT INTO A NEW PARTNER, DISTRIBUTION INCREASE AND AMENDMENT TO CREDIT FACILITY

NOT FOR DISTRIBUTION IN THE UNITED STATES.
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW

Calgary, Alberta, Sept. 14, 2026 (GLOBE NEWSWIRE) -- Alaris Equity Partners Income Trust (TSX:AD.UN) (“Alaris” or the “Trust”) is pleased to announce a $100 million bought deal equity offering, a US$95 million investment into a new partner, Nexus Enterprises, LLC (“Nexus”), an amendment to its credit facility, and a 2.6% increase (the “Distribution Increase”) to its quarterly distribution. Unless otherwise stated, all numbers in this press release are presented in Canadian dollars.

The Offering

Alaris has entered into an agreement with a syndicate of underwriters (the “Underwriters”) led by CIBC Capital Markets, Acumen Capital Finance Partners Limited and National Bank of Canada Capital Markets, as lead underwriters, pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 4,465,000 trust units of the Trust (“Units”) at a price of $22.40 per Unit (the “Offering”) for aggregate gross proceeds of approximately $100 million. The Trust has also granted the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 669,750 Units issued under the Offering, on the same terms and conditions, exercisable in whole or in part at any time, up to 30 days following closing of the Offering to cover over-allotments and for market stabilization purposes, for additional gross proceeds of up to approximately $15 million.

The Trust intends to use the net proceeds of the Offering (including from the Over-Allotment Option, if applicable) to partially repay outstanding indebtedness under its senior credit facility (the “Senior Credit Facility”), which may be subsequently redrawn and used to fund future investments in new Partners (as defined below) and for general trust purposes.

The Units will be offered by way of short form prospectus which will be filed with the securities regulatory authorities in each of the provinces of Canada, other than the province of Québec and may also be placed privately in the United States in transactions exempt from, among other things, registration under the United States Securities Act of 1933, as amended (the “1933 Act”). Completion of the Offering is subject to customary closing conditions, including receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange. The Offering is expected to close on or about September 28, 2026.

This news release is not an offer of securities of Alaris for sale in the United States. The Units have not been and will not be registered under the 1933 Act, and the Units may not be offered or sold in the United States except pursuant to an applicable exemption from such registration. No public offering of securities is being made in the United States. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Nexus Investment

Alaris is pleased to announce that it has completed a US$95 million investment (the “Nexus Investment”) into Nexus. Nexus provides independent clinical reviews, utilization management services and independent dispute resolution services in the clinical review space.

“Alaris is proud to announce our partnership with the team at Nexus. Nexus has built a wonderful business in the US healthcare dispute resolution industry. The company displays all of the characteristics that have defined Alaris’ investments over our 22 years; free cashflow generation, no debt, low capex and maybe most importantly, an ownership and management team that specifically wanted to stay in the business and build future value. We’re looking forward to facilitating that growth with Ed and his team.” commented Steve King, President and CEO of Alaris.

Alaris’ investment consists of US$75 million of preferred equity (“Preferred Equity”) and US$20 million of common equity. The Preferred Equity investment is broken into US$60 million of non-redeemable preferred equity (subject to standard repurchase rights after three years) and US$15 million of redeemable preferred equity, which is subject to a mandatory cash sweep redemption at par for five years. The Preferred Equity provides Alaris with an initial annualized distribution of US$9.75 million, translating into a pre-tax annualized distribution yield on preferred capital invested of 13%. The distribution will adjust annually based on the percent change in Nexus’ annual gross profit, subject to a collar of +/-8%. The proceeds of the Nexus Investment were used for a minority recapitalization. Alaris expects the Nexus Investment to be accretive to Run Rate Cash Flow on a pro forma basis following the completion of the Offering, including after giving effect to the full exercise of the Over-Allotment Option.

With the closing of the Nexus Investment, Alaris has now deployed approximately $258.2 million in capital year-to-date. The addition of Nexus to Alaris’ suite of Partners reflects Alaris’ disciplined investment strategy targeting strong, profitable private businesses that expand the Trust’s growing and diversified cash flow base through preferred investments, while offering meaningful participation in partner value creation through its common equity investments. 

Distribution Increase

Alongside the Nexus Investment, Alaris is pleased to announce that its board of trustees has approved a 2.6% increase to the Trust’s quarterly distribution. The increase brings the quarterly distribution to $0.39 per Unit and the annual distribution to $1.56 per Unit, with Alaris payout ratio expected to remain within its 65-70% target. Pending formal declaration by the board of trustees, the first increased distribution will be in respect of the Trust’s third quarter distribution payable to unitholders of record on the close of business on September 30, 2026.

Senior Credit Facility Amendments

In connection with the Nexus Investment, Alaris’ subsidiaries completed an amendment to the Senior Credit Facility, which included: (i) increasing the available amount of its Senior Credit Facility to US$500 million from US$450 million; and (ii) a temporary increase in the Funded Debt to Contracted EBITDA (as defined in the Senior Credit Facility) covenant from 3.00:1 to 3.25:1 until the end of the year. The Funded Debt to Contracted EBITDA covenant will revert back to 3.00:1 commencing in the first quarter of 2027.

ABOUT ALARIS

Alaris’ investment and investing activity refers to providing, through the wholly-owned subsidiaries of Alaris (the “Acquisition Entities”), structured equity to private companies (“Partners”) to meet their business and capital objectives, which includes management buyouts, dividend recapitalization, growth and acquisitions. Alaris achieves this by investing its unitholder capital, as well as debt, through the Acquisition Entities, in exchange for distributions, dividends or interest (collectively, “Distributions”) as well as capital appreciation on both preferred and common equity. The principal objective is to generate predictable cash flows for distribution payments to its unitholders while growing net book value through returns from capital appreciation. Distributions, other than common equity Distributions, from the Partners are adjusted annually based on the percentage change of a “top-line” financial performance measure such as gross margin or same store sales and rank in priority to common equity position.

Forward-Looking Statements

This news release contains forward-looking information and forward-looking statements (collectively, “forward-looking statements”) within the meaning of applicable securities laws, including any applicable safe harbor provisions. Statements other than statements of historical fact contained in this news release may constitute forward-looking statements, including, without limitation, management’s expectations, intentions and beliefs concerning the growth, results of operations, performance of the Trust and the Partners, the future financial position or results of the Trust, and the business strategy, plans and objectives of or involving the Trust or the Partners. Forward-looking statements may be identified by words such as “believe”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues” or similar expressions, including the negative thereof. In particular, this news release contains forward-looking statements regarding, among other matters: the completion of the Offering, the exercise of the Over-Allotment Option, the receipt of all necessary regulatory and stock exchange approvals in respect of the Offering, the anticipated use of proceeds of the Offering and the timing of closing of the Offering; the anticipated benefits of the Nexus Investment, the terms of the Nexus Investment and the anticipated distributions to Alaris under the Nexus Investment; the future use of the Senior Credit Facility; the Distribution Increase, Alaris’ anticipated payout ratio and the timing of distributions to unitholders; and the anticipated reversion of the Funded Debt to Contracted EBITDA covenant and the timing thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur.

Forward-looking statements require Alaris to make assumptions and are subject to inherent risks and uncertainties. Assumptions about the performance of the Canadian and U.S. economies over the next 24 months and how that performance may affect Alaris’ business and that of its Partners (including, without limitation, the impact of global health crises and global economic and political factors, including new and ongoing conflicts in Europe and the middle east) are material factors considered by management when establishing expectations for the Trust. Key assumptions include, but are not limited to, assumptions that: the Russia/Ukraine conflict, the Iran conflict, other conflicts in the Middle East and other global economic pressures will not materially impact Alaris, its Partners or the global economy; interest rates and tax rates will not rise materially different from prevailing market expectations over the next twelve months; global health crises thereof will not materially impact the economy or the operations of the Partners over the next twelve months; the businesses of the majority of the Partners will continue to grow; more private companies will require access to alternative sources of capital; the businesses of new Partners and existing Partners will perform in line with Alaris’ expectations and diligence; and that Alaris will have the ability to raise required equity and/or debt financing on acceptable terms. Management has also assumed that the Canadian and U.S. dollar exchange rate will remain within approximately plus or minus 15% of the current rate over the next six months. In determining expectations for economic growth, management considers historical economic data provided by Canadian and U.S. government agencies as well as prevailing economic conditions at the time of such determinations.

Forward-looking statements are subject to risks, uncertainties and assumptions and should not be read as guarantees or assurances of future performance. Actual results of the Trust and the Partners could differ materially from those anticipated as a result of various risk factors, including, but not limited to: global health crises; global economic factors including the Russia/Ukraine conflict, the Iran conflict, other conflicts in the Middle East, inflationary pressures and global supply chain disruptions; tariffs and international trade disputes affecting the Trust or the Partners; failure to complete the Offering on the anticipated terms or at all; risks related to the Partners, including Nexus, and their respective businesses; material changes in the operations of a Partner or the industries in which they operate; changes in the ability of Partners to continue to pay Distributions or restart Distributions (in full or in part); failure to collect deferred Distributions; leverage and restrictive covenants under credit facilities; failure to complete or realize the anticipated benefits of financing arrangements with Partners; and inability to close additional Partner contributions or collect redemption proceeds on anticipated terms. Additional risks that may cause actual results to vary from those indicated are discussed under the headings “Risk Factors” and “Forward-Looking Statements” in Alaris’ Management Discussion and Analysis for the six months ended June 30, 2026 (the “Q2 MD&A”) and Annual Information Form (“AIF”) for the year ended December 31, 2025, which are available under Alaris’ profile at www.sedarplus.ca and on the Trust’s website at www.alarisequitypartners.com.

Readers are cautioned that the assumptions used in the preparation of forward-looking statements, although considered reasonable at the time of preparation, may prove to be inaccurate. Accordingly, undue reliance should not be placed on forward-looking statements. Except as required by applicable law, Alaris undertakes no obligation to update or revise any forward-looking statements.

Non-GAAP and Other Financial Measures

The terms annualized distribution yield on preferred capital invested, Payout Ratio and Run Rate Cash Flow (collectively, the “Non-GAAP and Other Financial Measures”) are financial measures used herein that are not standard measures under IFRS. The Trust’s method of calculating these measures may differ from methods used by other issuers, therefore such may not be comparable to similar measures used by other issuers.

Annualized distribution yield on preferred capital invested is a supplementary financial measure calculated by dividing Partner distribution revenue – preferred, annualized for the period by the weighted average preferred unit capital invested during the period. Management uses this measure to monitor preferred investment distributions over time relative to the current investment base, making it a useful tool for investors to track the cash yield of preferred investments.

Payout ratio is a Non-GAAP financial ratio used by management which represents total cash distributions paid to unitholders during the period, divided by Alaris net distributable cash flow for the same period. This metric is useful to investors as it reflects the proportion of available cash used to pay distributions and indicates the capacity for reinvestment or debt repayment.

Run Rate Cash Flow is a forward-looking supplementary financial measure that outlines the net cash from operating activities, net of distributions paid, that Alaris is expecting to have after the next twelve months. This measure is comparable to Net cash from / (used in) operating activities, less distributions paid, as outlined in Alaris’ consolidated statements of cash flows. Investors find this measure useful because it provides insight into the expected cash available for reinvestment, debt repayment, or other corporate purposes after distributions.

Also see the Q2 MD&A for additional information on the Non-GAAP and Other Financial Measures used by Alaris.

For more information please contact:

Investor Relations
Alaris Equity Partners Income Trust
403-260-1457
ir@alarisequity.com