TORONTO, Nov. 26,
2024 /CNW/ - Invesque Inc. (the "Corporation"
or "Invesque") (TSX: IVQ) and (TSX: IVQ.U) is pleased
to announce that holders (the "2025 Debentureholders") of
its 7.00% Convertible Unsecured Subordinated Debentures due
January 31, 2025 (TSX:IVQ.DB.U) (the
"2025 Debentures") and holders (the "2026
Debentureholders") of its 8.75% Convertible Unsecured
Subordinated Debentures due September 30,
2026 (TSX:IVQ.DB.V) (the "2026 Debentures" and
together with the 2025 Debentures, the "Debentures") passed
extraordinary resolutions approving certain amendments to the
Debentures (the "Amendments").
The Amendments provide that:
- in exchange for the 2025 Debentures, the 2025 Debentureholders
will receive on a date to be determined by the board of directors
of the Corporation (the "Board") on or before January 31, 2025, a pro rata interest of (i) an
aggregate principal amount of US$9,938,000 in new unsecured subordinated
debentures ("Amended Debentures") and (ii) 52,306,874 common
shares of the Corporation ("Common Shares"); and
- in exchange for the 2026 Debentures, the 2026 Debentureholders
will receive, on a date to be determined by the Board on or before
January 31, 2025, a pro rata interest
of (i) an aggregate principal amount of US$17,362,000 in Amended Debentures and (ii)
88,210,068 Common Shares (collectively, the "Debenture
Exchange").
The Amendments to the 2025 Debentures were overwhelmingly
approved by approximately 71.14% of the principal amount of the
2025 Debentures by written consent. At a meeting of the 2026
Debentureholders held today, the Amendments to the 2026 Debentures
were overwhelmingly approved by approximately 98.75% of the
principal amount of the 2026 Debentures voted (either in person at
the meeting or by proxy).
It is anticipated that the effective date of the Amendments will
be November 26, 2024, being the date
that Invesque enters into a supplemental trust indenture with the
debenture trustee for each of the 2025 Debentures and the 2026
Debentures, each giving effect to such Amendments. The supplemental
trust indentures will be available on Invesque's SEDAR+ profile at
www.sedarplus.ca.
The Corporation is also pleased to announce that holders (the
"Shareholders") of Common Shares passed a resolution
approving (i) the exchange by certain funds managed by Magnetar
Financial LLC of their class A convertible preferred shares of the
Corporation for 716,875,000 Common Shares (the "Preferred Share
Exchange") and (ii) the issuance of 140,516,942 Common Shares
pursuant to the Debenture Exchange (the "Share
Issuance").
At the Shareholder meeting held today, the Preferred Share
Exchange and the Share Issuance were overwhelmingly approved by
approximately 98.78% of the votes cast by disinterested
Shareholders (either in person at the meeting or by proxy).
The completion of the Debenture Exchange and the Preferred Share
Exchange remain subject to various closing conditions. It is
anticipated that the effective date of the Debenture Exchange and
the Preferred Share Exchange will be on or about December 30, 2024.
Details of the voting results on all matters considered at the
meetings are available in the Corporation's reports of voting
results, which are available under the Corporation's profile on
SEDAR+ at www.sedarplus.ca.
About Invesque
Invesque is a North American health care real estate company
with an investment thesis focused on the premise that an aging
demographic in North America will
continue to utilize health care services in growing proportion to
the overall economy. Invesque currently capitalizes on this
opportunity by investing in a portfolio of income-generating
predominantly private pay seniors housing communities. Invesque's
portfolio includes investments primarily in independent living,
assisted living, and memory care, which are operated under
long-term leases and joint venture arrangements with
industry-leading operating partners. Invesque's portfolio also
includes investments in owner-occupied seniors housing properties
in which Invesque owns the real estate, the licensed operations,
and provides management services through Commonwealth Senior
Living, LLC, a Delaware limited
liability company.
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
anticipated performance of the Corporation in 2024 and beyond. 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
Corporation's ability to complete the Debenture Amendments, the
Debenture Exchange, the Preferred Share Exchange and that existing
trends being observed by the Corporation's seniors housing
operating partners will continue. 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 the issuance of Common Shares pursuant to the
Preferred Share Exchange and the Debenture Exchange will not be
approved by the Toronto Stock Exchange, the closing conditions to
the Debenture Exchange and/or the Preferred Share Exchange, as
applicable, will not be satisfied or waived, and that existing
trends being observed by the Corporation's seniors housing
operating partners will not continue, as well as those risks
described in the Corporation's current annual information form and
management's discussion and analysis, available on SEDAR+ at
www.sedarplus.ca, which risks may be dependent on market factors
and not entirely within the Corporation'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 Corporation as at the date of
this news release and speak only as at the date of this news
release. The Corporation does not undertake any obligation to
publicly update or revise any forward-looking statements except as
may be required by applicable law.
SOURCE Invesque Inc.
