Raymond James bought deal OAKVILLE, Ontario, Feb. 18, 2021 (GLOBE NEWSWIRE) -- Spark Power Group Inc. ("Spark Power" or the "Company") (TSX: SPG) is pleased to announce that it has entered into a $20 million bought-deal financing (the "Convertible Debenture Financing") of convertible unsecured subordinated debentures (the "Debentures") with a syndicate of underwriters (the "Underwriters") led by Raymond James Ltd. The Debentures will have a coupon of 7.5% per annum, and a conversion price of $3.05 per Spark Power common share (a "Common Share"), subject to adjustment in certain circumstances. The conversion price represents a conversion premium of approximately 25%. The Company has granted the Underwriters an over-allotment option to purchase up to an additional $3 million aggregate principal amount of Debentures on the same terms, exercisable in whole or in part at any time up to the 30th day following the closing of the Convertible Debenture Financing. The Debentures will mature on March 31, 2026.
The net proceeds from the Convertible Debenture Financing will be used to provide additional working capital to support the continued growth of the business.
Except in certain circumstances involving a “Change of Control”, the Debentures will not be redeemable at the option of the Company before March 31, 2024. On or after March 31, 2024 and prior to March 31, 2025, the Debentures may be redeemed in whole or in part at the option of the Company on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount thereof plus accrued and unpaid interest, provided that the volume weighted average trading price of the Shares on the TSX for the 20 consecutive trading days preceding the date on which the notice of redemption is given is not less than 125% of the Conversion Price. On or after March 31, 2025 and prior to the Maturity Date or in certain circumstances involving certain “Change of Control” transactions,, the Debentures may be redeemed in whole or in part at the option of the Company on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount plus accrued and unpaid interest.
The offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange, and is expected to close on or about March 11, 2021.
The Debentures will be offered by way of a short form prospectus in all of the provinces and territories of Canada, except Quebec, and may also be offered by way of private placement in the United States. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.