WELL Health Announces $65 Million Bought Deal Offering of Co
WELL Health Announces $65 Million Bought Deal Offering of Convertible Debentures THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. VANCOUVER, British Columbia, Nov. 15, 2021 (GLOBE NEWSWIRE) -- WELL Health Technologies Corp. (TSX: WELL) (WELL or the Company) is pleased to announce that it has entered into an agreement pursuant to which Eight Capital and Scotiabank as joint bookrunners, together with a syndicate of underwriters including Stifel GMP as co-lead underwriter with Eight Capital and Scotiabank (collectively, the Underwriters), will purchase, on a bought deal basis, $65 million aggregate principal amount of convertible senior unsecured debentures of the Company due December 31, 2026 (the Debentures) at a price of $1,000 per Debenture (the Offering). The Debentures will have a coupon of 5.50% per annum, and a conversion price of $9.23 per WELL common share, subject to adjustments in certain circumstances. The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional $5 million aggregate principal amount of the Debentures at a price of $1,000 per Debenture, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, the aggregate proceeds of the Offering will be $70 million. The Company has received an indication of interest for a lead order in connection with the Offering from a large Canadian pension fund manager. The Company intends to use the net proceeds of the Offering to fund growth initiatives, including to complete potential future acquisitions, to repay indebtedness, and for working capital and general corporate purposes. The closing date of the Offering is scheduled to be on or about November 25, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities. The Offering will be completed by way of a prospectus supplement (the Supplement) to the short form base shelf prospectus of the Company dated September 22, 2021 (the Base Prospectus), which Supplement is expected to be filed with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada, other than Quebec, on or prior to November 17, 2021. The Base Prospectus and, once filed, the Supplement can be found on SEDAR at www.sedar.com, and contain important detailed information about the Offering. 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 state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States 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 of the United States Securities Act of 1933, as amended, and applicable state securities laws.