CIGI: Colliers (CIGI) shelf prospectus qualifies equity, debt, C$550M note
Colliers International Group Inc. filed a short form base shelf prospectus on Form F-10 to qualify a broad range of securities for issuance over a 37-month period under Canadian and U.S. multijurisdictional disclosure rules. The Prospectus permits offerings of Subordinate Voting Shares, Preference Shares, Debt Securities, Warrants, Subscription Receipts and Units in one or more offerings and in varying combinations, with specific terms to be set out in subsequent Prospectus Supplements.
The Prospectus discloses a recently completed private placement: issuance by a subsidiary of C$550,000,000 aggregate principal amount of 4.73% senior unsecured notes due 2033, fully guaranteed by Colliers. As of March 26, 2026, Colliers reported 49,778,127 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares outstanding; Subordinate Voting Shares closed at C$136.77 (TSX) and US$98.50 (Nasdaq) on that date.
Positive
- None.
Negative
- None.
Insights
Base shelf gives Colliers flexibility to issue multiple security types; terms set in future supplements.
As reflected, the Prospectus is a WKSI base shelf effective for 37-month distributions and contemplates equity, debt and hybrid instruments to be offered by Prospectus Supplement. Each supplement will specify pricing, aggregate amounts and distribution mechanics.
Material qualifiers include compliance with applicable listing rules and prospectus supplements; the Prospectus states that Preference Shares, Debt Securities, Warrants, Subscription Receipts and Units may not have a market unless specified in a supplement. Subsequent supplements will determine listing, proceeds treatment and plan of distribution.
Recent private placement: Colliers subsidiary issued C$550,000,000 of 4.73% notes due 2033.
The Prospectus incorporates this development and discloses that the Notes are senior unsecured obligations of the issuer and fully guaranteed by Colliers, ranking pari passu with other unsecured indebtedness. The press release-style disclosure is included under "Recent Developments."
Investors should note the coupon and maturity are explicit; further debt issuance terms under this shelf will be provided in future Prospectus Supplements as required by securities rules.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
UNDER
THE SECURITIES ACT OF 1933
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Ontario, Canada
(Province or other jurisdiction of
incorporation or organization) |
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6500
(Primary Standard Industrial Classification
Code Number (if applicable)) |
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NOT APPLICABLE
(I.R.S. Employer Identification No.
(if applicable)) |
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Toronto, Ontario M5S 2B4
(416) 960-9500
251 Little Falls Drive, Wilmington, DE 19808
(302) 636-5401
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Copies to:
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Christian Mayer
Colliers International Group Inc. 1140 Bay Street, Suite 4000 Toronto, Ontario M5S 2B4 (416) 960-9500 |
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Mile T. Kurta, Esq.
Christopher R. Bornhorst, Esq. Torys LLP 1114 Avenue of the Americas, 23rd Floor New York, New York 10036 (212) 880-6000 |
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Rima Ramchandani, Esq.
Torys LLP 79 Wellington St. W Toronto, Ontario M5K 1N2 (416) 865-7666 |
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From time to time after the effective date of this Registration Statement.
Preference Shares
Debt Securities
Warrants
Subscription Receipts
Units
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Page
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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AVAILABLE INFORMATION
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FINANCIAL INFORMATION
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EXCHANGE RATE INFORMATION
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THE CORPORATION
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DOCUMENTS INCORPORATED BY REFERENCE
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RECENT DEVELOPMENTS
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CONSOLIDATED CAPITALIZATION
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EARNINGS COVERAGE RATIOS
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USE OF PROCEEDS
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PLAN OF DISTRIBUTION
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DESCRIPTION OF SHARE CAPITAL
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DESCRIPTION OF DEBT SECURITIES
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DESCRIPTION OF WARRANTS
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DESCRIPTION OF SUBSCRIPTION RECEIPTS
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DESCRIPTION OF UNITS
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TRADING PRICE AND VOLUME
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PRIOR SALES
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RISK FACTORS
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LEGAL MATTERS
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WELL-KNOWN SEASONED ISSUER
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EXEMPTION
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AUDITORS, TRANSFER AGENT AND REGISTRAR
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ENFORCEMENT OF CERTAIN CIVIL LIABILITIES
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DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
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Years ended December 31,
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2025
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2024
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2023
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High
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C$1.4603
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C$1.4416
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C$1.3875
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Low
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C$1.3558
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C$1.3316
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C$1.3128
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Average for the Period
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C$1.3978
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C$1.3698
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C$1.3497
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End of Period
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C$1.3706
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C$1.4389
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C$1.3226
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OFFEREES OR PURCHASERS
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Exhibit
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Description
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4.1
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Annual Information Form of the Registrant dated February 20, 2026 for the fiscal year ended December 31, 2025 (incorporated by reference to Exhibit 1 to the Registrant’s Annual Report on Form 40-F, filed with the Commission on February 20, 2026)
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4.2
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Audited Consolidated Financial Statements of the Registrant as at and for the years ended December 31, 2025 and 2024, together with the notes thereto, Management’s Report on Internal Control Over Financial Reporting, and the report of Independent Registered Public Accounting Firm thereon dated February 20, 2026 (incorporated by reference to Exhibit 2 to the Registrant’s Annual Report on Form 40-F, filed with the Commission on February 20, 2026)
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4.3
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Management’s Discussion and Analysis of Financial Condition and Results of Operations dated February 20, 2026 for the fiscal year ended December 31, 2025 (incorporated by reference to Exhibit 3 to the Registrant’s Annual Report on Form 40-F, filed with the Commission on February 20, 2026)
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4.4
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Management Information Circular of the Registrant dated February 20, 2026 for the annual and special meeting of shareholders to be held on March 31, 2026 (incorporated by reference to Exhibit 99.1 to the Registrant’s Report on Form 6-K furnished to the Commission on March 9, 2026)
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5.1
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| | Consent of PricewaterhouseCoopers LLP | |
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6.1
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| | Powers of Attorney (included on the signature pages of this Registration Statement) | |
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7.1
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Form of Trust Indenture (incorporated by reference to Exhibit 7.1 to the Registrant’s Registration Statement on Form F-10, filed with the Commission on February 20, 2024)*
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107
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| | Filing Fee Table | |
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Signature
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Title
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/s/ Jay S. Hennick
Jay S. Hennick
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Global Chairman and Chief Executive Officer
(principal executive officer) |
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/s/ Christian Mayer
Christian Mayer
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Chief Financial Officer
(principal financial and accounting officer) |
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/s/ John P. Curtin Jr.
John P. Curtin Jr.
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| | Lead Director | |
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/s/ P. Jane Gavan
P. Jane Gavan
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| | Director | |
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/s/ Stephen Harper
Stephen Harper
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| | Director | |
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/s/ Katherine Lee
Katherine Lee
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| | Director | |
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Signature
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Title
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/s/ Poonam Puri
Poonam Puri
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| | Director | |
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/s/ Benjamin Stein
Benjamin Stein
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| | Director | |
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/s/ John Sullivan
John Sullivan
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| | Director | |
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/s/ Fred Sutherland
Fred Sutherland
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| | Director | |
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/s/ Edward Waitzer
Edward Waitzer
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| | Director | |
(USA), INC.
Title: Secretary
FAQ
What securities can Colliers (CIGI) issue under this Form F-10 shelf prospectus?
Did Colliers recently issue any debt under this filing?
How many Subordinate and Multiple Voting Shares were outstanding as of March 26, 2026?
Where are Colliers’ Subordinate Voting Shares listed and what were recent closing prices?
Will all securities issued under this prospectus be listed on an exchange?