Announces $40 Million Bought Deal Financing /NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, Aug. 25, 2021 (GLOBE NEWSWIRE) -- Firm Capital Mortgage Investment Corporation (the “Corporation”) (TSX: FC) is pleased to announce that it has entered into an agreement to sell, on a bought deal basis, to a syndicate of underwriters bookrun by TD Securities Inc. and National Bank Financial Inc., $40,000,000 aggregate principal amount of 5.00% convertible unsecured subordinated debentures due September 30, 2028 (the “Debentures”) at a price of $1,000 per Debenture. The Corporation has granted the underwriters an over-allotment option to purchase up to $6,000,000 additional aggregate principal amount of Debentures at the same price, exercisable, in whole or in part, at any time until 30 days following the closing of the offering. If the over-allotment option is exercised in full, the gross proceeds of the offering will total $46,000,000.
The net proceeds of the offering will be used for debt repayment, new investments and for general corporate purposes.
The offering of Debentures is expected to close on or about September 3, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals.
The Debentures will bear interest at a rate of 5.00% per annum, payable semi-annually in arrears on the last day of March and September in each year, commencing on March 31, 2022, and will mature on September 30, 2028 (the “Maturity Date”). The Debentures will be convertible at the holder’s option into common shares of the Corporation (the “Shares”) at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date fixed for redemption at a conversion price of $17.75 per Share (the “Conversion Price”), subject to adjustment in certain circumstances.
The Debentures will not be redeemable before September 30, 2024. On and after September 30, 2024 and prior to September 30, 2026, the Debentures will be redeemable in whole or in part from time to time at the Corporation’s option at par plus accrued and unpaid interest, provided that the weighted average trading price of the Shares on the Toronto Stock Exchange during the 20 consecutive trading days ending on the fifth trading day preceding the date on which notice of redemption is given is not less than 125% of the Conversion Price. On and after September 30, 2026, the Debentures will be redeemable, in whole or in part, from time to time at the Corporation’s option at any time at par plus accrued and unpaid interest.
The Debentures will be direct, unsecured obligations of the Corporation, subordinated to senior indebtedness of the Corporation, ranking pari-passu to the Corporation’s existing convertible unsecured subordinated debentures.
Subject to specified conditions, the Corporation will have the right to repay the outstanding principal amount of the Debentures, on maturity or redemption, through the issuance of Shares. The Corporation will also have the option to satisfy its obligation to pay interest through the issuance and sale of Shares.
The Debentures will be issued pursuant to a prospectus supplement that will be filed by no later than August 27, 2021 with the securities regulatory authorities in all provinces of Canada under the Corporation’s short form base shelf prospectus dated December 30, 2020.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, unless an exemption from registration is available. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Corporation in any jurisdiction.