A&W Revenue Royalties Income Fund Announces Filing of Special Meeting Materials and Receipt of Interim Order in Respect of Combination Transaction with A&W Food Services

• Each Fund unit to be exchanged for one share of the combined company or $37.00 in cash (subject to proration), or the combination consideration consisting of ~67.5% in shares in the combined company and the balance of ~32.5% in cash 
• Board of Trustees unanimously recommends unitholders vote FOR the Arrangement Resolution 
• Unitholders are encouraged to review the Management Information Circular carefully and to submit their proxies in advance of the deadline of October 7, 2024 at 10:00 a.m. (Vancouver Time)  
• Unitholders should refer to the Management Information Circular for information on how to make a valid election as to the form of consideration they wish to receive and, if applicable, to be able to make a tax deferral election 

VANCOUVER, BC, Sept. 3, 2024 /CNW/ - A&W Revenue Royalties Income Fund (TSX: AW.UN) (the "Fund") has filed and is in the process of mailing the management information circular (the "Circular") and related materials in connection with the upcoming special meeting of unitholders (the "Meeting") to be held on October 8, 2024 at 10:00 a.m. (Vancouver Time). The Circular provides detailed information regarding the proposed strategic combination (the "Transaction") between the Fund and A&W Food Services of Canada Inc. ("A&W Food Services") that will create a leading Canadian publicly traded growth-focused quick service restaurant ("QSR") company ("A&W Food Services NewCo"). At the Meeting, unitholders will be asked to consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution") to approve the Transaction. 

The Board of Trustees Unanimously Recommends Unitholders Vote FOR the Arrangement Resolution

The Board of Trustees of the Fund (the "Board"), after careful consideration of a number of factors and receiving legal, financial and tax advice, a formal valuation and fairness opinion from TD Securities Inc.  and a fairness opinion from RBC Dominion Securities, a member company of RBC Capital Markets, has unanimously determined that the Transaction is in the best interests of the Fund and fair to unitholders (other than A&W Food Services and its affiliates) and unanimously recommends that unitholders vote FOR the Arrangement Resolution. In making its recommendation, the Board considered a number of factors as described in the Circular under the heading "The Transaction – Reasons for the Recommendation".

The Transaction offers a number of compelling benefits to unitholders who become shareholders in A&W Food Services NewCo, including:

• Full participation in the growth and performance of the entire A&W business, including upside from new restaurant openings, margin expansion due to operating leverage and economies of scale, new concepts like Pret A Manger, and the retail root beer business, among other valueenhancing opportunities;  
• Attractive future dividends as A&W Food Services NewCo is expected to maintain current distributions in the form of an attractive quarterly dividend at the same annualized rate as the current monthly distributions paid to unitholders (currently equal to $1.92 per unit per year); 
• Attractive share price upside potential as the trading valuation for A&W Food Services NewCo Shares is expected to be based on A&W Food Services NewCo's business fundamentals and operating performance (in contrast with the units, the market price of which is primarily driven by their yield relative to interest rates).  A&W Food Services' track record of strong operating performance relative to its global peer set, coupled with an enhanced capital markets profile, could result in a future public trading valuation for the A&W Food Services NewCo Shares that is more comparable to those of other publicly traded QSRs; 
• Potential for enhanced capital markets profile as, in contrast with the Fund, A&W Food Services NewCo's simplified corporate structure and growth mandate will allow for greater liquidity in the A&W Food Services NewCo Shares than the units and is more likely to attract institutional investor interest and research analyst coverage; and
• Affords A&W Food Services NewCo greater financial flexibility to invest in growth opportunities and strategic initiatives, while allowing for balance sheet optimization to typical leverage levels observed in publicly-traded QSR peers.

The Transaction 

The Transaction is structured as a statutory plan of arrangement under the Canada Business Corporations Act ("CBCA"), pursuant to which A&W Food Services will be amalgamated with certain of its holding companies to form A&W Food Services NewCo as a corporation existing under the CBCA, and will acquire all the units of the Fund for common shares of A&W Food Services NewCo ("A&W Food Services NewCo Shares") or cash, as the case may be. Under the terms of the Transaction, each unitholder can elect to receive in exchange for each unit:

• $37.00 in cash (representing a premium of 30% to the closing trading price of the units on the Toronto Stock Exchange ("TSX") of $28.54 on July 19, 2024, the last trading day prior to the public announcement of the Transaction) (the "Cash Consideration");  
• one A&W Food Services NewCo Share (the "Share Consideration"); or
• a combination of 32.54277% of the Cash Consideration (being $12.040825) and 67.45723% of the Share Consideration (being 0.6745723 of an A&W Food Services NewCo Share). 

The elections of unitholders to receive Cash Consideration or Share Consideration will be subject to proration in the event that unitholders elect, in the aggregate, to receive more or less than $175.6 million in cash consideration, such that in all cases, a total of 4,746,582 units will be purchased for cash at $37.00 per unit, representing approximately 32.5% of the outstanding units as of July 19, 2024. Unitholders electing Combination Consideration will not be subject to further proration.  

In addition, unitholders will be entitled to receive a distribution in an amount per unit equal to $1.92 multiplied by a fraction, the numerator of which is the number of days between (a) the payment date of the last monthly distribution in respect of the units for which the payment date occurs prior to the closing of the Transaction and (b) the closing date of the Transaction, and the denominator of which is 365, so that, in effect, unitholders receive the monthly distribution for the month in which the closing of the Transaction occurs, prorated for the number of days up to closing of the Transaction.  

Receipt of Interim Order 

On August 29, 2024, the Ontario Superior Court of Justice (Commercial List) granted an interim order authorizing various matters in connection with the Transaction, including the holding of the Meeting and the mailing of the Circular.

Meeting and Circular

The Meeting will be held at Suite 300, 171 West Esplanade, North Vancouver, British Columbia, V7M 3K9 on October 8, 2024 at 10:00 a.m. (Vancouver Time). Unitholders have the option of listening to the Meeting via teleconference at 1-437-781-4585 (Canada) or 1-617-675-4444 (United States), PIN 724 785 712 1793#. Unitholders listening to the Meeting via teleconference will not be permitted to vote, ask questions or otherwise participate at the Meeting.  

Registered unitholders as of the record date, August 27, 2024, are entitled to receive notice of and vote at the Meeting. If a registered unitholder cannot attend the Meeting, they can exercise their right to vote by signing and returning the form of proxy in accordance with the directions on the form. Proxies must be submitted no later than 10:00 a.m. (Vancouver Time) on October 7, 2024. Beneficial unitholders that hold their units through an intermediary, such as a broker or investment dealer, should carefully follow the instructions of their intermediaries to ensure that their units are voted at the Meeting in accordance with their instructions. 

In order for the Transaction to become effective, the Arrangement Resolution must be approved by at least (a) two thirds (66 2/3%) of the votes cast by unitholders (including for this purpose holders of limited voting units and exchangeable securities of the Fund) present in person or represented by proxy at the Meeting, and (b) a simple majority of the votes cast by unitholders present in person or represented by proxy at the Meeting, excluding the votes of A&W Food Services and any other unitholders whose votes are required to be excluded for the purposes of "minority approval" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. 

The Circular provides important information and unitholders are urged to read the Circular and related materials carefully and in their entirety, and, if assistance is required, unitholders are urged to consult their financial, legal, tax or other professional advisors. The Circular and related materials are being mailed to unitholders in compliance with applicable laws, the Fund's declaration of trust and the interim order. The Circular and related materials are available on the SEDAR+ profile of the Fund at www.sedarplus.ca and have been made available on the Fund's website at https://awincomefund.ca/investors/special-meeting2024. 

Unitholder Election 

To make a valid election (a) as to the form of consideration they wish to receive under the Transaction and, if applicable, (b) to be able to receive any A&W Food Services NewCo Shares on a wholly or partially taxdeferred basis for Canadian federal income tax purposes, unitholders must sign and return the letter of transmittal and election form and make a valid election thereunder and return it with accompanying certificate(s) or direct registration statements(s) representing their units to the depositary for the Transaction prior to 5:00 p.m. (Vancouver Time) on October 4, 2024 (the "Election Deadline"). Unitholders that hold their units through an intermediary, such as a broker or investment dealer, will not receive a letter of transmittal and election form and should contact their intermediary for instructions and assistance and carefully follow any instructions provided by such intermediary. If a unitholder does not make proper election prior to the Election Deadline, they will be deemed to have made an election to receive the Share Consideration in respect of each unit held, or, only to the extent of any deemed election to receive Cash Consideration as a result of proration (as further described in the Circular), the Cash Consideration, and will not be eligible to receive any Share Consideration on a tax-deferred basis. See "Procedure for Exchange of Units, Elections and Payment of Consideration" of the Circular for more information.  

Transaction Conditions and Timing

The Transaction is expected to close in October of this year and is subject to customary closing conditions, including court approval, TSX approval and approval of the unitholders. Clearance under the Competition Act (Canada) was obtained on August 2, 2024. A&W Food Services NewCo has applied to have the A&W Food Services NewCo Shares listed on the TSX. Listing is subject to the approval of the TSX in accordance with its original listing requirements. The TSX has not conditionally approved A&W Food Services NewCo's listing application and there is no assurance that the TSX will do so. 

A&W Food Services NewCo Equity Incentive Plan 

Subject to the approval of the Arrangement Resolution, at the Meeting, unitholders will also be asked to consider and, if deemed advisable, pass an ordinary resolution (the "Equity Incentive Plan Resolution") to approve the equity incentive plan of A&W Food Services NewCo (the "Equity Incentive Plan") to be effective following closing of the Transaction. In order for the Equity Incentive Plan to become effective, the Equity Incentive Plan Resolution must be approved by a simple majority of the votes cast by unitholders (including for this purpose holders of limited voting units and exchangeable securities of the Fund) present in person or represented by proxy at the Meeting. The Board unanimously recommends that Unitholders vote FOR the Equity Incentive Plan Resolution. 

Questions and Assistance

Unitholders who have questions about the information contained in the Circular or with respect to the procedures for voting or completing their letter of transmittal and election form can contact the Fund's proxy solicitation agent, Laurel Hill Advisory Group by telephone at 1-877-452- 7184 (North American Toll Free) or 1-416- 304-0211 (Outside North America), or by email at [email protected]. 

About A&W Revenue Royalties Income Fund

A&W Revenue Royalties Income Fund is a limited purpose trust established to invest in Trade Marks, which through its interest in the A&W Trade Marks Limited Partnership (the "Partnership"), owns the A&W trademarks used in the A&W QSR business in Canada. The A&W trade-marks comprise some of the best-known brand names in the Canadian foodservice industry. In return for licensing A&W Food Services to use its trade-marks, Trade Marks (through the Partnership) is entitled to royalties equal to 3% of the gross sales reported by A&W restaurants in the Royalty Pool.

The Royalty Pool is adjusted annually to reflect gross sales from new A&W restaurants added to the Royalty Pool, net of the gross sales of any A&W restaurants in the Royalty Pool that have permanently closed. Additional LP units are issued to A&W Food Services to reflect the annual adjustment. A&W Food Services' additional LP units are exchanged for additional common shares of Trade Marks which are exchangeable for Trust Units. The 22nd annual adjustment to the Royalty Pool took place on January 5, 2024 at which time the number of restaurants in the Royalty Pool increased from 1,037 to 1,047.

Trade Marks' dividends to A&W Food Services and the Fund and the Fund's distributions to unitholders are based on 3% of top-line revenues of the A&W restaurants in the Royalty Pool, less cash expenses including interest, general and administrative expenses and current income taxes of Trade Marks.

About A&W Food Services

A&W is a leading QSR and the second largest burger chain in Canada with a 68-year history of service excellence, menu innovation and value creation. Operating coast-to-coast and serving over 197 million guests annually, A&W restaurants feature famous trade-marked menu items such as The Burger Family®, Chubby Chicken® and A&W Root Beer®.

® trademark of A&W Trade Marks Limited Partnership, used under license.

Forward-looking Information:

Certain statements in this press release contain forward-looking information within the meaning of applicable securities laws in Canada. The forward-looking information in this press release includes, but is not limited to: expectations relating to the timing and completion of the Transaction; expectations regarding the Meeting; the listing of the A&W Food Services NewCo Shares on the TSX; the expected benefits of the Transaction, including, without limitation, expectations with respect to A&W Food Services NewCo's potential for growth and capital appreciation, share price upside, balance sheet optimization, and value creation and enhanced liquidity and profile in the capital markets (including increased institutional investor interest and research analyst coverage); and expectations that distributions will be maintained in the form of dividends by A&W Food Services NewCo and the annualized rate of those future dividends. The words "expects", "plans", "will", and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words.

This forward-looking information is based on a number of assumptions that, while considered reasonable as of the date such statements are made, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking information. Such assumptions include, but are not limited to: the Fund's ability to obtain unitholder approval, TSX approval and court approval and consummate the Transaction on the terms and conditions and timing currently contemplated; that A&W Food Services NewCo will be successful in executing its business strategies and pursuing its growth opportunities, and that, coupled with its simplified corporate structure and growth mandate, will attract significantly more institutional investor interest and research coverage; there are no material changes in competition; the continued availability of experienced management and other key personnel and hourly employees; and that there are no material changes in the QSR burger market, including as a result of changes in consumer taste or health concerns, a disease outbreak or economic conditions (including inflation, interest rates and unemployment levels).

Inherent in forward-looking information are risks and uncertainties beyond management's or the Fund's or A&W Food Services' ability to predict or control that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. The forward-looking information in this press release is subject to, among others, the specific risks and uncertainties relating to the Transaction and the A&W Food Services NewCo Shares set out in the Circular under "Risk Factors" and the risk factors relating to the business of A&W Food Services NewCo set out in the Circular under "Information Concerning A&W Food Services NewCo After Giving Effect to the Transaction", in addition to the other information contained, or incorporated by reference, in the Circular. Readers are cautioned that the risk factors referred to above are not exhaustive and additional risks and uncertainties, including those currently unknown or considered immaterial to Fund may also adversely effect the Transaction, the A&W Food Services NewCo Shares or A&W Food Services NewCo following completion of the Transaction. There can be no assurance that forward-looking information contained in this press release will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

The forward-looking information contained in this press release is based on the beliefs of the Fund and A&W Food Services' management as well as on assumptions which such management believes to be reasonable based on information available at the date hereof and is subject to change after such date. All forward-looking information in this press release is qualified in its entirety by this cautionary statement and, except as required by law, the Fund and A&W Food Services undertake no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise after the date hereof.

SOURCE A&W Revenue Royalties Income Fund

For further information: Investor Contact: A&W Investor Relations, [email protected], 604-988-2141; Media Contact: Trevor Zeck, FGS Longview, [email protected], 604-375-5941