TORONTO, March 31,
2023 /CNW/ - LifeSpeak Inc. ("LifeSpeak"
or the "Company") (TSX: LSPK), the leading,
whole-person-wellbeing solution for employers, health plans, and
insurance companies, today announced that it has entered into a
credit agreement (the "Credit Agreement") with Beedie Investments
Ltd. ("Beedie Capital") for a non-revolving term convertible loan
in the principal amount of $15
million (the "Loan").
The Loan has been funded by way of a single advance to LifeSpeak
of $15 million (the "Advance"), less
certain amounts described herein. Proceeds of the Advance will be
used to pay down indebtedness of the Company under its senior
lending arrangements.
In connection with, and concurrently with the entering into of,
the Credit Agreement, LifeSpeak and its operating subsidiaries have
also entered into a second amended and restated credit agreement
with its senior lenders and Scotiabank Technology and Innovation
Banking, as administrative agent (the "A&R Credit Agreement")
to amend and restate its existing credit agreement to permit the
above term loan from Beedie Capital and align the terms with the
Credit Agreement.
"The agreements announced today provide LifeSpeak with
additional flexibility and runway to advance our strategy of
becoming the world's leading digital wellbeing solution," said
Michael Held, CEO and founder of
LifeSpeak Inc. "We are excited about the opportunity to continue to
accelerate our growth by leveraging our complementary client bases,
enhancing our cross-selling opportunities, and expanding our
geographic presence in order to improve the wellbeing of
individuals."
"As an existing shareholder and client, we're excited to further
expand our partnership with LifeSpeak," said Khalil Chagani, Director at Beedie
Capital. "The mental health and total wellbeing platform that
LifeSpeak offers is best-in-class and a critical tool for employers
to drive workforce engagement and employee wellness. We look
forward to working with the company as they continue to execute on
their growth strategy."
Transaction Terms
The Loan bears interest at a rate of (i) 10% per annum, for the
first year from and including the closing date, and (ii) 9% per
annum, from and including the first day of the second year
following the closing date.
Specifically, of the interest calculated each month, LifeSpeak
will pay Beedie Capital an amount of interest based on the
following: (i) for the first year from and including the closing
date, a fixed rate of interest of 2.0% per annum calculated and
paid in cash on each interest payment date on the outstanding
principal amount of the Loan including all Year 1 PIK Interest (as
hereinafter defined) previously added thereto, with the remainder
of interest of 8.0% per annum ("Year 1 PIK Interest") calculated,
accrued and compounded monthly and added to the outstanding
principal amount of the Loan, as at each interest payment date; and
(ii) from and including the first day of the second year following
the closing date, a fixed rate of interest of 7.0% per annum
calculated and paid in cash on each interest payment date on the
outstanding principal amount of the Loan including all Ongoing PIK
Interest (as hereinafter defined) previously added thereto, with
the remainder of interest of 2.0% per annum ("Ongoing PIK
Interest", and together with the Year 1 PIK Interest, the "PIK
Interest") calculated, accrued and compounded monthly and added to
the outstanding principal amount of the Loan, as at each interest
payment date. Notwithstanding the foregoing, if LifeSpeak elects to
pay to Beedie Capital Year 1 PIK Interest in cash for any month in
the first year from and including the closing date, the fixed rate
for doing so will be 7.0% per annum.
Subject to the terms of the Credit Agreement, the Loan and all
obligations thereunder will mature on March
30, 2026 (the "Maturity Date").
At any time during the term of the Loan, but subject to
obtaining Additional Conversion Approval (as hereinafter defined),
Beedie Capital may elect to convert (i) all or any portion of the
principal amount of the Loan into common shares of the Company
(each, a "Common Share") at a conversion price of $1.10 per Common Share; and (ii) any accrued and
unpaid interest under the Credit Agreement into Common Shares at a
conversion price of the greater of $1.10 per Common Share and the "market price" (as
defined by the Toronto Stock Exchange ("TSX")) per Common Share
(less any applicable discount permitted by the TSX), subject to TSX
approval at the time of conversion in each case subject to
adjustment in accordance with the terms of the Credit
Agreement.
Notwithstanding the foregoing, Beedie Capital will not be able
to convert any amount into Common Shares if, (i) as a result of
such conversion Beedie Capital, together with any person(s) acting
jointly or in concert with it, would in the aggregate beneficially
own, or exercise control or direction over, 20% or more of the
issued and outstanding Common Shares (taking into account all other
Common Shares collectively held by such shareholders); or (ii) the
conversion would result in a number of Common Shares being issued
that is more than 25% of the Common Shares outstanding, on a
non-diluted basis, immediately prior to the Advance being made,
unless, in either case, shareholder approval is obtained by
LifeSpeak in accordance with applicable securities legislation and
the rules or policies of the TSX (the "Additional Conversion
Approvals").
Pursuant to the Credit Agreement, LifeSpeak has paid a
commitment fee to Beedie Capital.
While the Loan is outstanding or Beedie Capital holds, directly
or indirectly, 5% or more of the issued and outstanding Common
Shares, calculated on a partially diluted basis, Beedie Capital
will be entitled to have an observer attend LifeSpeak's board of
directors (the "Board") and certain Board committee meetings.
Should Beedie Capital hold, directly or indirectly, at least 10% of
the issued and outstanding Common Shares, calculated on a partially
diluted basis, it will have the option to nominate a representative
to the Board.
The Loan will be secured by a general security agreement over
the assets of LifeSpeak and certain of its subsidiaries, among
other security granted to Beedie Capital. The Credit Agreement
contains customary covenants, representations and warranties for a
secured credit facility of this type.
Any Common Shares issued on conversion of the Loan will be
subject to a statutory resale restriction in accordance with
applicable Canadian securities laws, expiring four months and one
day from the date hereof.
A&R Credit Agreement
The A&R Credit Agreement amends and restates the existing
senior credit agreement with Scotiabank Technology and Innovation
Banking, as administrative agent, and Desjardins Capital Markets to
permit the term loan from Beedie Capital and the grant of the
security in favour of Beedie Capital and to bring the agreement
terms more in-line with the Credit Agreement, including financial
covenants, financial reporting, representations and warranties and
covenants.
Canaccord Genuity and Scotiabank acted as financial advisors to
LifeSpeak on the financing transaction.
Fasken Martineau DuMoulin LLP acted as lead legal counsel to
LifeSpeak in connection with the Credit Agreement and the
A&R Credit Agreement. Dentons Canada LLP acted as lead legal
counsel to Beedie Capital.
LifeSpeak intends to host a conference call to provide a
business update on Friday, March 31,
2023, at 8:00 a.m. ET to
discuss its fourth quarter and full year 2022 results, and events
subsequent to quarter end including the Loan with Beedie Capital
and the restated existing senior credit agreement.
About Beedie Capital
Beedie Capital is a multi-strategy direct investment platform
that manages the alternative investments for Beedie, one of the
largest private companies in Western
Canada. It deploys capital using a flexible, evergreen
mandate, and applies a highly agnostic approach to the duration,
structure and size of its investments. Beedie Capital combines the
strategic capabilities of an institutional investment platform with
the flexibility and entrepreneurial mindset of a privately owned
business. Beedie Capital invests in any sector, with a core focus
on Technology, Tech-enabled Services, and Metals and Mining, and
seeks to grow its invested capital alongside the enterprise value
of its investments. For further information on Beedie Capital,
please visit https://beediecapital.com.
About LifeSpeak Inc.
LifeSpeak is the leading whole-person wellbeing solution for
employers, health plans, and other organizations. LifeSpeak's suite
of digital solutions allows organizations to provide best-in-class
content and expertise at scale, empowering individuals to live
their healthiest lives. As the parent company to LIFT Digital,
ALAViDA Health, Torchlight, and Wellbeats, LifeSpeak provides a
flexible portfolio of wellbeing solutions across mental health,
wellness, fitness, nutrition, substance use, and caregiving.
LifeSpeak has more than 30 years of collective experience working
with Fortune 500 companies, government agencies, insurance
providers, and others across the globe. Insights from LifeSpeak's
digital and data-driven solutions uncover gaps in wellbeing at the
individual and organizational levels, ultimately enhancing
workplace performance outcomes. To learn more, follow LifeSpeak on
LinkedIn (http://www.linkedin.com/company/lifespeak-inc), or visit
www.LifeSpeak.com.
Forward-Looking
Information
This press release may include "forward-looking information" or
"forward-looking statements" (collectively, "forward-looking
information") within the meaning of applicable securities laws.
Forward-looking information may include, without limitation,
statements regarding the use of the proceeds of the Advance, the
interest that will accrue under the Loan, the repayment of certain
amounts owed under the Loan (including the form of repayment),
future Common Share issuances to satisfy amounts owed under the
Loan, the Maturity Date, the Additional Conversion Approvals,
future approvals of the TSX, statements regarding Beedie Capital's
observer status and nomination rights with respect to the Board,
certain commitments and statements regarding LifeSpeak's
obligations under the A&R Credit Agreement and statements with
respect LifeSpeak's advancement of its strategy and acceleration of
its growth. In some cases, but not necessarily in all cases,
forward-looking information can be identified by the use of
forward-looking terminology and phrases such as "forecast",
"target", "goal", "may", "might", "will", "could", "expect",
"anticipate", "estimate", "intend", "plan", "indicate", "seek",
"believe", "predict", or "likely", or the negative of these terms,
or other similar expressions intended to identify forward-looking
information, including references to assumptions. In addition, any
statements that refer to expectations, intentions, projections or
other characterizations of future events or circumstances, are
forward-looking information. Statements containing forward-looking
information are not historical facts nor guarantees or assurances
of future performance but instead represent management's current
beliefs, expectations, estimates and projections regarding possible
future events, circumstances or performance.
Forward-looking information is necessarily based on a number of
opinions, estimates and assumptions that, while considered
reasonable by the Company as of the date of this release, is
subject to known and unknown risks, uncertainties, assumptions and
other factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information. Important
factors that could cause actual results to differ, possibly
materially, from those indicated by the forward-looking information
include, but are not limited to: unanticipated costs and expenses;
uncertainties and assumptions regarding future approvals of
shareholders, the TSX or third parties; the ability of the Company
to satisfy its obligations in the form anticipated when due;
assumptions about general market conditions and the industry in
which the Company operates; assumptions about the Company's future
transactions; the ability of the Company to execute on its strategy
and other risks and assumptions detailed from time to time in the
Company's filings with Canadian provincial securities regulators,
including the risk factors which are identified under "Risk
Factors" in the Company's annual information form for fiscal year
ended December 31, 2021 dated
March 30, 2022, and the risk factors
identified in the Company's management's discussion and analysis
for the three and nine months ended September 30, 2022 dated November 10, 2022, and in other periodic filings
that LifeSpeak has made and may make in the future with the
securities commissions or similar regulatory authorities in
Canada, all of which are available
under the Company's SEDAR profile at www.sedar.com. These factors
are not intended to represent a complete list of the factors that
could affect the Company However, such risk factors should be
considered carefully. There can be no assurance that such estimates
and assumptions will prove to be correct. You should not place
undue reliance on forward-looking information, which speak only as
of the date of this release. The Company undertakes no obligation
to publicly update any forward-looking information, except as
required by applicable securities laws.
SOURCE LifeSpeak Inc.