Invesque Inc. Announces Approval of Amendments to the Terms of its 6.00% 2018 Convertible Debentures Due September 30, 2023
Toronto, Ontario, May 23, 2023 – Invesque Inc. (the “Corporation” or “Invesque”) (TSX: IVQ and IVQ.U) is pleased to announce that holders (the “Debentureholders”) of its 6.00% 2018 Convertible Debentures due September 30, 2023 (TSX:IVQ.DB.V) (the “Debentures”) passed an extraordinary resolution approving certain amendments to the Debentures (the “Amendments”) at a meeting of Debentureholders held today (the “Meeting”). The Amendments to the Debentures will result in:
- INCREASING the underlying interest rate from 6.00% to 8.75%, effective September 30, 2023;
- DECREASING the conversion price from US$10.70 to US$2.75 per share of Invesque;
- EXTENDING the maturity date from September 30, 2023 to September 30, 2026; and
- REDEEMING, on a pro rata basis, US$22,000,000 (representing approximately 46%) of the principal amount of the Debentures outstanding, plus accrued and unpaid interest thereon to, but excluding, the date of the redemption, which will occur on September 30, 2023.
The Amendments were overwhelmingly approved by approximately 99.9% of the principal amount of the Debentures voted (either in person at the Meeting or by proxy).
“We are very pleased with the response from Debentureholders who voted in favor of the amendments and very much appreciate the continued support of Debentureholders, investors, and stakeholders throughout this process,” said Scott White, Invesque’s Chairman and Chief Executive Officer. “We have made considerable progress pruning our portfolio over the last 24 months, and believe that we are well equipped to benefit from the increased demand of seniors housing expected in the coming years.”
It is anticipated that the effective date of the Amendments will be May 23, 2023, being the date that Invesque enters into a supplemental trust indenture with the debenture trustee embodying such Amendments. The supplemental trust indenture will be available on Invesque’s SEDAR profile at www.sedar.com.
Invesque is a North American health care real estate company with an investment thesis focused on the premise that an aging demographic in North America will continue to utilize health care services in growing proportion to the overall economy. Invesque currently capitalizes on this opportunity by investing in a portfolio of income-generating predominantly private pay seniors housing communities. Invesque’s portfolio includes investments primarily in independent living, assisted living, and memory care, which are operated under long-term leases and joint venture arrangements with industry-leading operating partners. Invesque’s portfolio also includes investments in owner-occupied seniors housing properties in which Invesque owns the real estate, the licensed operations, and provides management services through Commonwealth Senior Living, LLC, a Delaware limited liability company. For more information, please visit www.invesque.com.
Certain statements contained in this news release are forward-looking statements and are provided for the purpose of presenting information about management’s current expectations and plans relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. These forward-looking statements include statements regarding the anticipated performance of the Corporation in 2023 and beyond. In some cases forward-looking information can be identified by such terms as “will”, “would”, “anticipate”, “anticipated”, “expect” and “expected”. The forward-looking statements in this news release are based on certain assumptions, including assumptions regarding the Corporation’s ability to complete the Partial Redemption and that existing trends being observed by the Corporation’s seniors housing operating partners will continue. Such statements are subject to significant known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such statements and, accordingly, should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Such risks include the risk that the Partial Redemption will not occur as planned and that existing trends being observed by the Corporation’s seniors housing operating partners will not continue, as well as those risks described in the Corporation’s current annual information form and management’s discussion and analysis, available on SEDAR at www.sedar.com, which risks may be dependent on market factors and not entirely within the Corporation’s control. Although management believes that it has a reasonable basis for the expectations reflected in these forward-looking statements, actual results may differ from those suggested by the forward-looking statements for various reasons. These forward-looking statements reflect current expectations of the Corporation as at the date of this news release and speak only as at the date of this news release. The Corporation does not undertake any obligation to publicly update or revise any forward-looking statements except as may be required by applicable law.
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