Invesque Inc. Announces Proposed Enhancements to the Terms of its 5.00% 2016 Convertible Debentures Due January 31, 2022
Toronto, Ontario, September 27, 2021 – Invesque Inc. (the “Corporation” or “Invesque”) (TSX: IVQ and IVQ.U) announced today that it will seek the approval of holders of its 5.00% 2016 Convertible Debentures due January 31, 2022 (TSX: IVQ.DB.U) (the “Debentures”) to enhance the terms of the Debentures at a meeting of the holders of the Debentures (the “Debentureholders”) to be held on November 2, 2021 (the “Meeting”).
The proposed enhancements (the “Debenture Amendments”) to the Debentures (as amended by the Debenture Amendments, the “Amended Debentures”), if approved by the Debentureholders, will result in:
- INCREASING the underlying interest rate from 5.00% to 6.25%, effective January 31, 2022;
- DECREASING the conversion price from US$11.00 to US$6.00 per share of Invesque;
- EXTENDING the maturity date from January 31, 2022 to January 31, 2025; and
- REEDEMING, on a pro rata basis, US$10,000,000 (representing approximately 22.23%) of the principal amount of the Amended Debentures outstanding, plus accrued and unpaid interest thereon to, but excluding, the date of the redemption (the “Partial Redemption”), which will occur on January 31, 2022.
Other than the Partial Redemption, the Debenture Amendments will provide that the Amended Debentures are not redeemable prior to January 31, 2024 and, at any time after January 31, 2024, Invesque shall be permitted to redeem the Amended Debentures, in whole or in part at a price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of the redemption provided that the market price of Invesque stock at that time is at least 125% of the US$6.00 conversion price.
All remaining Amended Debentures will be repaid by Invesque at the extended maturity date of January 31, 2025, pursuant to the terms of the indenture governing the Amended Debentures.
If the Debenture Amendments are approved by the Debentureholders, the effective date of the Debenture Amendments will be on the date that Invesque enters into a supplemental trust indenture embodying such amendments.
“Over the last several months, Invesque has made significant progress in solidifying its financial position, by reducing leverage and enhancing financial flexibility,” commented Scott White, Chairman & Chief Executive Officer of Invesque. “While the operating environment continues to present challenges as we deal with COVID, we do see positive momentum in our operations. By extending the maturity of the Debentures, Invesque would be provided financial flexibility to focus on key strategic, business, and operational targets that will drive the success of the Corporation for all stakeholders. In addition, we believe that the Debenture Amendments will provide Debentureholders with a longer period of time during which to receive, what we believe to be, an attractive yield.”
The Board of Directors of Invesque (the “Board”) believe that the Debenture Amendments provide a number of benefits to Invesque and its securityholders, including to the Debentureholders.
The Board UNANIMOUSLY RECOMMENDS that the Debentureholders vote FOR the Debenture Amendments.
Details about the Debenture Amendments
The record date for determining the Debentureholders entitled to receive notice of and vote at the Meeting is September 27, 2021. Further information with respect to the Debenture Amendments will be outlined in the management information circular of Invesque (the “Circular”) to be sent to Debentureholders in connection with the Meeting. For the Debenture Amendments to be approved, at least 662/3% of the principal amount of the Debentures voted (either in person at the Meeting or by proxy) must be voted in favor of the Debenture Amendments.
Detailed voting instructions will be found in the Circular and accompanying proxy form or voting instruction form. The Meeting is scheduled to be held on November 2, 2021, at 10:00 A.M. (Eastern Time) at the offices of Invesque Inc., 211 W. Main Street, Suite 400, Carmel, Indiana 46032.
The Debenture Amendments have been conditionally approved by the Toronto Stock Exchange (the “TSX”).
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 highly diversified portfolio of income generating properties across the health care spectrum. Invesque’s portfolio includes investments in independent living, assisted living, memory care, skilled nursing, transitional care, and medical office properties, which are operated primarily 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 and provides management services through its subsidiary management company, Commonwealth Senior Living. 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 Meeting date, the proposed Debenture Amendments, and the anticipated Partial Redemption. 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. 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 Debenture Amendments will not be approved and that the Partial Redemption will not occur as planned, 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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