TORONTO, ONTARIO--(Marketwired - July 11, 2016) -
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Timbercreek Financial Corp. (TSX:TF) (the "Company") today announced that it has entered into an agreement with a syndicate of
underwriters led by National Bank Financial Inc. ("NBF") and TD Securities Inc. ("TD" and together with NBF, the "Co-Leads"),
pursuant to which the underwriters will purchase $40 million aggregate principal amount of 5.40% convertible unsecured
subordinated debentures of the Company due July 31, 2021 (the "Debentures") at a price of $1,000 per Debenture. The Company has
also granted to the underwriters an over-allotment option to purchase up to an additional $6 million aggregate principal amount
of Debentures at the same price, exercisable in whole or in part at any time for a period of up to 30 days following closing of
the offering, to cover over-allotments. If the over-allotment option is exercised in full, the gross proceeds of the offering
will total $46 million.
The Company will use the net proceeds of the offering for general corporate purposes.
The Debentures will mature on July 31, 2021 and will accrue interest at the rate of 5.40% per annum payable semi-annually in
arrears on January 31 and July 31 in each year, commencing January 31, 2017. At the holder's option, the Debentures may be
converted into common shares of the Company at any time prior to the close of business on the earlier of the business day
immediately preceding the maturity date and the business day immediately preceding the date (if any) fixed for redemption of the
Debentures. The conversion price will be $10.05 for each common share, subject to adjustment in certain circumstances. The
Debentures will not be redeemable before July 31, 2019. On and after July 31, 2019 and prior to July 31, 2020, the Debentures may
be redeemed, in whole or in part, from time to time at the Company's option at par plus accrued and unpaid interest, provided
that the weighted average trading price of the common shares of the Company on the Toronto Stock Exchange during the 20
consecutive trading days ending on the fifth trading day preceding the date on which notice of the redemption is given is not
less than 125% of the conversion price. On and after July 31, 2020, the Company may, at its option, redeem the Debentures, in
whole or in part, from time to time at par plus accrued and unpaid interest.
Subject to specified conditions, the Company will have the right to repay the outstanding principal amount of the Debentures,
on maturity or redemption, through the issuance of its common shares. The Company will also have the option to satisfy its
obligation to pay interest through the issuance and sale of its common shares, subject to compliance with the applicable
regulatory requirements. The offering of Debentures is expected to close on or about July 29, 2016 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.
A preliminary short-form prospectus will be filed by no later than July 15, 2016 with the securities regulatory authorities in
all provinces and territories of Canada, except Quebec. The securities being offered have not been and will not be registered
under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly
within 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, except where 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 Company in any
jurisdiction.
About the Company
About Timbercreek Financial
Timbercreek Financial is a leading non-bank, commercial real estate lender providing shorter-duration, customized financing
solutions to professional real estate investors. Our sophisticated, service-oriented approach allows us to meet the needs of
borrowers, including faster execution and more flexible terms that are not typically provided by Canadian financial institutions.
By employing thorough underwriting, active management and strong governance, we are able to meet these needs while targeting
strong risk-adjusted returns for investors.
Disclaimers
This news release contains forward-looking statements about Timbercreek Financial. Forward-looking statements are typically
identified by words such as "expect", "is scheduled","anticipate", "believe", "foresee", "could", "intend", "plan", "seek",
"strive", "will", "may", "potential" and "should" and similar expressions concerning matters that are not historical
facts. By their nature, forward looking statements reflect the Manager's and the Company's current views, beliefs,
assumptions and intentions are subject to certain risks and uncertainties, known and unknown, including, without limitation,
risks disclosed in the Company's public filings. Many factors could cause actual results, performance or achievements to be
materially different from any future results, performance or achievements that may be expressed or implied by these forward
looking statements. The Company does not intend to nor assumes any obligation to update these forward looking statements whether
as a result of new information, plans, events or otherwise, unless required by law.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained
herein. Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in policies of the
Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.