Searchlight and Don Michael Investments Announces Sale of Common Shares of Roots Corporation

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, Oct. 25, 2017 /CNW/ - Searchlight Capital II PV, L.P., SC II TMK, L.P. and Searchlight TMK Co-Invest Partners, L.P. (the "Searchlight Selling Shareholders"), investment funds managed by Searchlight Capital Partners, L.P. ("Searchlight") and Don Michael Investments Inc. (the "Founders Selling Shareholder" and, together with the Searchlight Selling Shareholders, the "Selling Shareholders"), an entity indirectly controlled by the founders of Roots Corporation ("Roots") and certain of their family members, announces today that they have completed the previously announced sale of an aggregate of 16,667,000 common shares of Roots (the "Shares").

The Shares were sold by the Selling Shareholders in an initial public offering by way of secondary offering to a syndicate of underwriters in each of the provinces and territories of Canada pursuant to a long-form prospectus of Roots dated October 18, 2017 (the "IPO"). A total of 13,316,482 Shares were sold by the Searchlight Selling Shareholders at a price of $12.00 per Share for total gross proceeds to the Searchlight Selling Shareholders of $159,797,784 and a total of 3,350,518 Shares were sold by the Founders Selling Shareholder at a price of $12.00 per Share for total gross proceeds to the Founders Selling Shareholder of $40,206,216. The Shares sold by the Searchlight Selling Shareholders and the Founders Selling Shareholder represent approximately 31.7% and 8.0%, respectively, of the issued and outstanding Shares of Roots.

The Selling Shareholders have also granted to the underwriters an over-allotment option to purchase from Selling Shareholders, on a pro rata basis, up to an additional 2,500,050 Shares (up to 1,997,473 Shares from the Searchlight Selling Shareholders and up to 502,577 Shares from the Founders Selling Shareholder), on the same terms as the IPO, exercisable in whole or in part at any one time for a period of up to 30 days following closing of the IPO (the "Over-Allotment Option").

Immediately prior to completion of the IPO, the Searchlight Selling Shareholders beneficially owned and exercised control or direction over 33,327,369 Shares, representing approximately 79.4% of the issued and outstanding Shares of Roots. Following completion of the IPO, the Searchlight Selling Shareholders now beneficially own, and exercise control or direction over, 20,010,887 Shares, representing approximately 47.7% of the issued and outstanding Shares of Roots (or 18,013,414 Shares representing approximately 42.9% of the issued and outstanding Shares of Roots if the Over-Allotment Option is exercised in full).

Immediately prior to completion of the IPO, the Founders Selling Shareholder beneficially owned and exercised control or direction over 8,385,390 Shares, representing approximately 20.0% of the issued and outstanding Shares of Roots. Following completion of the IPO, the Founders Selling Shareholder now beneficially owns, and exercises control or direction over, 5,034,872 Shares, representing approximately 12.0% of the issued and outstanding Shares of Roots (or 4,532,295 Shares representing approximately 10.8% of the issued and outstanding Shares of Roots if the Over-Allotment Option is exercised in full).

Each of the Selling Shareholders intends to review their investment in Roots on a continuing basis. Depending on various factors including, without limitation, Roots' financial position, the price levels of the securities of Roots, conditions in the securities markets and general economic and industry conditions, the applicable Selling Shareholder's business or financial condition and other factors and conditions such Selling Shareholders deem appropriate, the Selling Shareholders may in the future take such actions with respect to its investment in Roots as such Selling Shareholder deems appropriate including, without limitation, acquiring, selling, or otherwise disposing of securities of Roots. In addition, the Selling Shareholders may formulate other purposes, plans or proposals regarding Roots or any of their respective securities to the extent deemed advisable in light of general investment and trading policies, market conditions or other factors or may change its intention with respect to any and all matters referred to in this news release.

Early warning reports will be filed by the Searchlight Selling Shareholders, on the one hand, and the Founders Selling Shareholder, on the other hand, in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly, (i) in the case of the Searchlight Selling Shareholders from Nadir Nurmohamed, Senior Counsel of Searchlight Capital Partners, L.P. upon request at 22 Adelaide Street West, 35th Floor Toronto, Ontario, M5H 4E3, [phone], and (ii) in the case of the Don Michael Investments Inc. from Don Green or Michael Budman, directors of Don Michael Investments Inc. upon request at 1400 Castlefield Avenue, Toronto, Ontario, M6B 4C4, attention: General Counsel, 416 ­781 ­3574.

Roots' head and registered office is located at 1400 Castlefield Avenue, Toronto, Ontario, M6B 4C4.

SOURCE Searchlight Capital Partners, L.P.

Nadir Nurmohamed, Senior Counsel of Searchlight Capital Partners, L.P. upon request at 22 Adelaide Street West, 35th Floor Toronto, Ontario, M5H 4E3, [phone], and in the case of the Don Michael Investments Inc. from Don Green or Michael Budman, directors of Don Michael Investments Inc. upon request at 1400 Castlefield Avenue, Toronto, Ontario, M6B 4C4, attention: General Counsel, (416) ­781-­3574.