TORONTO, Oct. 16, 2023 /CNW/ - Northwest Healthcare Properties Real Estate Investment Trust (the "REIT" or "Northwest") (TSX: NWH.UN) announced today that it intends to seek approval to amend and extend the REIT's 2018 convertible debentures due December 31, 2023 (TSX: NWH.DB.G) (the "Debentures") at a meeting of the holders of the Debentures (the "Debentureholders") to be held on November 27, 2023 (the "Meeting").
The proposed debenture amendments include: (a) extending the maturity date of the Debentures to March 31, 2025; (b) revising the interest rate on the Debentures to 10.00% per annum, effective December 31, 2023; and (c) decreasing the conversion price to $7.25 per trust unit (collectively, the "Proposed Debenture Amendments").
Craig Mitchell, Northwest's Interim CEO, commented, "Since Q2 2023, management has diligently taken the necessary measures to improve the REIT's capital structure, and the Proposed Debenture Amendments is another important step. Extending the maturity of the Debentures would provide Northwest with additional financial flexibility."
The board of trustees (the "Board") unanimously recommends that the Debentureholders vote FOR the Proposed Debenture Amendments. Debentureholders holding approximately 24% of the outstanding Debentures have signed voting support agreements to vote the Debentures beneficially owned or controlled by them FOR the Proposed Debenture Amendments.
The Proposed Debenture Amendments mandate is distinct from the broader strategic review process underway. The REIT has engaged National Bank Financial as financial advisor in connection with the Proposed Debenture Amendments.
The record date for determining the Debentureholders entitled to receive notice of and vote at the Meeting is October 13, 2023. Further information with respect to the Proposed Debenture Amendments will be outlined in the management information circular of Northwest (the "Circular") to be sent to Debentureholders in connection with the Meeting.
The Proposed Debenture Amendments are subject to approval by the Toronto Stock Exchange and formal approval of at least 66 2/3% of the principal amount of the Debentures voted at the Meeting. Alternatively, the Proposed Debenture Amendments will be approved by Debentureholders without the need for a Meeting if the form of proxy or voting instruction form accompanying the Circular is executed in writing by holders of not less than 66 2/3% of the principal amount of the Debentures who mark the FOR box prior to the Meeting.
Any Debentureholder that delivers and does not withdraw a valid proxy (and, for beneficial holders holding through the CDS & Co. ("CDS") book-entry system, who instruct their CDS Participant through the CDSX system) with respect to the Proposed Debenture Amendments in advance of the applicable deadline in accordance with the terms and conditions set forth in the Circular shall receive a cash consent fee of $20 per $1,000 principal amount of Debentures held by such Debentureholder as of the record date for the Meeting (the "Consent Fee"), subject to satisfaction of certain other conditions required for the payment of the Consent Fee, including the valid approval of the Proposed Debenture Amendments by Debentureholders.
The REIT reserves the right to cancel the Meeting at any time prior to the Meeting by notifying Debentureholders via news release, and may not proceed with the Proposed Debenture Amendments notwithstanding approval by the Debentureholders.
All dollar amounts referenced in this news release are in Canadian dollars.
About Northwest Healthcare Properties Real Estate Investment Trust
Northwest Healthcare Properties Real Estate Investment Trust (TSX: NWH.UN) (Northwest) is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. As at June 30, 2023, the REIT provides investors with access to a portfolio of high-quality international healthcare real estate infrastructure comprised of interests in a diversified portfolio of 231 income-producing properties and 18.5 million square feet of gross leasable area located throughout major markets in Canada, the United States, Brazil, Europe, Australia, and New Zealand. The REIT's portfolio of medical office buildings, clinics, and hospitals is characterized by long-term indexed leases and stable occupancies. With a fully integrated and aligned senior management team, the REIT leverages over 300 professionals in ten offices in eight countries to serve as a long-term real estate partner to leading healthcare operators.
Forward-Looking Information
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, the Consent Fee, the benefits to Debentureholders and unitholders of the REIT, the anticipated performance of the REIT in 2023 and beyond and improvements to the REIT's capital structure. 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 future performance of the REIT's business and interest rates. 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 (a) the Debenture Amendments will not be approved by either Debentureholders or the TSX, (b) the Debenture Amendments will not be successfully completed for any reason (including as a result of the REIT's previously announced strategic review process), (c) if completed, the REIT will not be able to pay the interest and/or repay the principal amount outstanding under the Debentures when due, (d) the REIT, Debentureholders or unitholders may not realize the anticipated benefits of the Debenture Amendments for a variety of reasons, including future increases in interest rates, (d) the REIT may not be able to improve its capital structure as described herein or at all and (e) those risks described in the REIT'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 REIT'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 REIT as at the date of this news release and speak only as at the date of this news release. The REIT does not undertake any obligation to publicly update or revise any forward-looking statements except as may be required by applicable law.
SOURCE NorthWest Healthcare Properties Real Estate Investment Trust
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