Terra Firma Capital Corporation Announces Refinancing of Convertible Debentures
29 Mai 2014 - 11:06PM
Marketwired
Terra Firma Capital Corporation Announces Refinancing of
Convertible Debentures
TORONTO, ONTARIO--(Marketwired - May 29, 2014) -
All amounts are stated in Canadian dollars.
Terra Firma Capital Corporation (TSX-VENTURE:TII) ("Terra Firma"
or the "Company"), a real estate finance company, is pleased to
announce that it is refinancing up to 100% of its existing
convertible unsecured subordinated debentures in the aggregate
principal amount of $10.15 million and maturing on September 27,
2014 (the "2011 Debentures").
The 2011 Debentures will be refinanced by the Company issuing
new convertible unsecured subordinated debentures (the "New
Debentures"). The Company may purchase the 2011 Debentures for
cancellation, with holders of the 2011 Debentures using the
proceeds to then subscribe for New Debentures. The New Debentures
will bear interest at an annual rate of 7%, payable quarterly, and
mature in 36 months (the "Maturity date") from the date of
issuance. At any time up to the Maturity date, the New Debentures
will be convertible, in whole or in part, at the option of the
holder into common shares of the Company (the "Common Share") at a
price of $0.72 per Common Share.
To date, holders of 2011 Debentures with aggregate principal
amount of approximately $6.0 million have agreed to subscribe for
the New Debentures and the Company is in the process of finalizing
the balance. Certain directors and officers of the Company, holding
$800,000 principal amount of 2011 Debentures, have agreed to
subscribe for the New Debentures.
Given the participation of the Insider Holders, the proposed
refinancing constitutes a "related party transaction" within the
meaning of Multilateral Instrument 61-101 - Protection of
Minority Securityholders in Special Transactions ("MI
61-101"). Terra Firma has relied on an exemption to both the formal
valuation and the minority shareholder approval requirements of MI
61-101, as neither the fair market value of the New Debentures to
be distributed to, nor the fair market value of the consideration
to be received by Terra Firma from, the Insider Holders in
connection with the proposed refinancing exceeds 25% of Terra
Firma's market capitalization.
The proposed refinancing is anticipated to close prior to
September 27, 2014 and is subject to certain terms and conditions
including, but not limited to, the receipt of all necessary
approvals including the approval of the TSXV. The New Debentures
issuable under the Offering and the Common Shares issuable upon
conversion are subject to a four-month hold period pursuant to
applicable securities laws an the rules of the TSXV. There is
currently no market for the 2011 Debentures and Terra Firma does
not intend or undertake to list the New Debentures on any public
market or exchange.
About Terra Firma
Terra Firma is a full service, publicly traded real estate
finance company that provides customized equity and debt solutions
to the real estate industry. Our focus is to arrange and provide
financing with flexible terms to property owners looking to improve
or add to their existing real estate assets but who may be limited
by conventional bank financing, as well as to invest in quality
commercial and residential developments by proven real estate
developers. Terra Firma offers a full spectrum of real estate
financing under the guidance of strict corporate governance,
clarity and transparency. For further information please visit
Terra Firma's website at www.tfcc.ca.
The TSXV has neither approved nor disapproved the contents
of this press release. The TSXV does not accept responsibility for
the adequacy or accuracy of this press release.
This Press Release contains
forward‐looking statements with respect matters
concerning the business, operations, strategy and financial
performance of Terra Firma. These statements generally can be
identified by use of forward looking word such as "may", "will",
"expects", "estimates", "anticipates", "intends", "believe" or
"could" or the negative thereof or similar variations. The future
business, operations and performance of Terra Firma could differ
materially from those expressed or implied by such statements. Such
forward‐looking statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. Forward‐looking statements are
based on a number of assumptions which may prove to be incorrect.
Additional, important factors that could cause actual results to
differ materially from expectations include, among other things,
general economic and market factors, local real estate conditions,
competition, changes in government regulation, dependence on
tenants' financial conditions, interest rates, the availability of
equity and debt financing, environmental and tax related matters,
and reliance on key personnel. There can be no assurances that
forward‐looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on
forward‐looking statements. The cautionary
statements qualify all forward‐looking statements
attributable to Terra Firma and persons acting on its behalf.
Unless otherwise stated, all forward looking statements speak only
as of the date of this Press Release and Terra Firma has no
obligation to update such statements except as required by
law.
Terra Firma Capital CorporationY. Dov MeyerPresident and Chief
Executive Officer416.792.4709ydmeyer@tfcc.cawww.tfcc.caSpinnaker
Capital Markets Inc.Ali MahdaviManaging
Partner416.962.3300am@spinnakercmi.com
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