TORONTO, ONTARIO--(Marketwired - Feb. 4, 2014) -
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Timbercreek Mortgage Investment Corporation (TSX:TMC) (the "Company") today announced that it has entered into an agreement with a syndicate of underwriters bookrun by TD Securities Inc. and CIBC and co-led by Raymond James Ltd. and RBC Capital Markets, pursuant to which the underwriters will purchase $30 million aggregate principal amount of 6.35% convertible unsecured subordinated debentures of the Company due March 31, 2019 (the "Debentures") at a price of $1,000 per Debenture. The Company has also granted to the underwriters an over-allotment option to purchase up to an additional $4.5 million aggregate principal amount of Debentures at the same price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the offering, to cover over-allotments. If the over-allotment option is exercised in full, the gross proceeds of the offering will total $34.5 million.
The Company will use the net proceeds of the offering for general corporate purposes and to repay existing indebtedness under its operating credit facility, which will then be available to be drawn, as required, for general corporate purposes, particularly funding future mortgage loan opportunities.
The Debentures will mature on March 31, 2019 and will accrue interest at the rate of 6.35% per annum payable semi-annually in arrears on March 31 and September 30 in each year, commencing September 30, 2014. At the holder's option, the Debentures may be converted into common shares of the Company at any time prior to the close of business on the earlier of the business day immediately preceding the maturity date and the business day immediately preceding the date (if any) fixed for redemption of the Debentures. The conversion price will be $11.25 for each common share, subject to adjustment in certain circumstances.
The Debentures will not be redeemable before March 31, 2017. On and after March 31, 2017 and prior to March 31, 2018, the Debentures may be redeemed, in whole or in part, from time to time at the Company's option at par plus accrued and unpaid interest, provided that the weighted average trading price of the common shares of the Company on the Toronto Stock Exchange during the 20 consecutive trading days ending on the fifth trading day preceding the date on which notice of the redemption is given is not less than 125% of the conversion price. On and after March 31, 2018, the Company may, at its option, redeem the Debentures, in whole or in part, from time to time at par plus accrued and unpaid interest.
Subject to specified conditions, the Company will have the right to repay the outstanding principal amount of the Debentures, on maturity or redemption, through the issuance of its common shares. The Company will also have the option to satisfy its obligation to pay interest through the issuance and sale of its common shares, subject to compliance with the applicable regulatory requirements.
The offering of Debentures is expected to close on or about February 25, 2014 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.
A preliminary short-form prospectus will be filed by no later than February 10, 2014 with the securities regulatory authorities in all provinces and territories of Canada, except Québec. The securities being offered have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except where an exemption from registration is available. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.
About the Company
The Company provides investors with an opportunity to receive attractive yields by investing indirectly, through holding shares of the Company, in mortgage loan investments selected and determined to be high quality by its manager, Timbercreek Asset Management Inc. The investment objective of the Company is, with a primary focus on capital preservation, to place and maintain a diversified portfolio of mortgage loan investments that generates attractive, stable returns in order to permit the Company to pay monthly distributions to its shareholders.
Certain statements contained in this news release may contain projections and "forward looking statements" within the meaning of that phrase under Canadian securities laws. When used in this news release, the words "may", "would", "should", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", "objective" and similar expressions may be used to identify forward looking statements. By their nature, forward looking statements reflect the Manager's and the Company's current views, beliefs, assumptions and intentions are subject to certain risks and uncertainties, known and unknown, including, without limitation, risks disclosed in the Company's public filings. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by these forward looking statements. The Company does not intend to nor assumes any obligation to update these forward looking statements whether as a result of new information, plans, events or otherwise, unless required by law.