CALGARY, April 11, 2023 – Crown Capital Partners Inc. (“Crown” or the “Corporation”) (TSX: CRWN) today announced that it will seek the approval of the holders (the “Debentureholders”) of its 6% convertible unsecured subordinated debentures of the Corporation due June 30, 2023 (the “Debentures”) to amend certain terms of such Debentures at a special meeting of the Debentureholders to be held at the offices of the Corporation, 33 Yonge Street, Suite 901, Toronto, ON, M5E 1G4, on May 16, 2023 at 10:00 a.m. (Eastern Time) (the “Meeting”).
The proposed amendments to the Debentures (the “Debenture Amendments”), which will be voted on as a package, consist of:
- Extending the maturity date of the Debentures from June 30, 2023 to December 31, 2024;
- Amending the interest rate on the Debentures from 6% to 10% effective July 1, 2023;
- Removing the conversion right of the Debentureholders; and
- Removing the right of the Corporation to repay the principal amount of the Debentures in common shares of the Corporation (“Common Shares”) on the new maturity date or any redemption date.
The board of directors of the Corporation believe that the Debenture Amendments provide the following advantages:
- Extension of Maturity Date: The extension of the maturity date will afford Debentureholders a longer period of time during which to receive interest at a favourable rate.
- Increased Interest Rate: Increasing the interest rate from 6% to 10% provides an attractive yield to Debentureholders.
- Removal of Share Repayment Right: The Corporation will no longer have the right to repay the principal amount on the Debentures, in whole or in part, in Common Shares on the new maturity date or any redemption date.
- Consent Fee: Any Debentureholder that votes for the Debenture Amendments will receive a cash consent fee (the “Consent Fee”) of $10 per $1,000 principal amount of Debentures held by that Debentureholder as of April 6, 2023 (the “Record Date”) provided that certain other conditions required for the payment of the Consent Fee are satisfied, including the Debenture Amendments are validly approved by Debentureholders and the Toronto Stock Exchange (the “TSX”).
The Debenture Amendments will provide additional short term capital for Crown while it completes sales of assets, including the continued liquidation of the remaining assets of its specialty finance segment, which should provide sufficient funds to repay the Debentures in cash. Provided that the Debenture Amendments are approved, it is the intention of management of Crown to use some or all of the proceeds of such asset sales to fund the redemption of some or all of the Debentures as soon as these proceeds become available.
The effective date of the Debenture Amendments will be June 30, 2023. Further particulars of the expected benefits of the Debenture Amendments will be described in the management information circular of the Corporation relating to the Meeting (the “Circular”), which will be available under the Corporation’s profile on SEDAR at www.sedar.com and which will be mailed to Debentureholders in the coming days.
The Debenture Amendments will only be effective if passed by an extraordinary resolution of the holders of at least 66⅔% of the principal amount of the Debentures present in person or by proxy at the Meeting and entitled to vote in respect of the Debenture Amendments.
The Debenture Amendments are subject to the approval of the TSX.
In the event that the Debenture Amendments are not approved by Debentureholders and the TSX, the Debentures will mature on June 30, 2023 and the Corporation will consider the alternatives available to it to address the maturity of the Debentures. The options may include arranging for alternate debt financing in order to fund the pay-out in cash of the principal amount and/or satisfying the obligation to pay the amount owing on maturity, in whole or in part, through the issuance of Common Shares.
Debentureholders may vote on or before 10:00 a.m. (Eastern Time) on May 12, 2023 by following the voting instructions set out in the Circular. Only Debentureholders of record at the close of business on the Record Date will be entitled to vote at the Meeting.
About Crown Capital Partners (TSX:CRWN)
Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a capital partner to entrepreneurs and growth businesses mainly operating in the telecommunications infrastructure, distribution services, and distributed power markets. We focus on growth industries that require a specialized capital partner, and we aim to create long-term value by acting as both a direct investor in operating businesses serving these markets and as a manager of investment funds for institutional partners. For additional information, please visit crowncapital.ca.
FORWARD-LOOKING STATEMENTS
This news release contains certain “forward looking statements” and certain “forward looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management’s beliefs, expectations or intentions regarding the Debenture Amendments, the timing and value of potential asset sales, and management’s intended uses of the proceeds of asset sales. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown’s periodic filings with Canadian securities regulators. See Crown’s most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown’s dividend policy will be reviewed from time to time in the context of the Corporation’s earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
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