Canada’s REIT to extend debentures at double-digit interest rate

Northwest Healthcare Properties Real Estate Investment Trust announced that it intends to seek approval to amend and extend the REIT’s 2018 convertible debentures due December 31, 2023 at a meeting of the holders of the Debentures to be held on November 27, 2023.

The proposed debenture amendments include: (a) extending the maturity date of the Debentures to March 31, 2025; (b) revising the interest rate on the Debentures to 10.00% per annum, effective December 31, 2023; and (c) decreasing the conversion price to $7.25 per trust unit (collectively, the “Proposed Debenture Amendments”).

Craig Mitchell, Northwest’s Interim CEO, commented, “Since Q2 2023, management has diligently taken the necessary measures to improve the REIT’s capital structure, and the Proposed Debenture Amendments is another important step. Extending the maturity of the Debentures would provide Northwest with additional financial flexibility.”

The board of trustees (the “Board”) unanimously recommends that the Debentureholders vote FOR the Proposed Debenture Amendments. Debentureholders holding approximately 24% of the outstanding Debentures have signed voting support agreements to vote the Debentures beneficially owned or controlled by them FOR the Proposed Debenture Amendments.

The Proposed Debenture Amendments mandate is distinct from the broader strategic review process underway. The REIT has engaged National Bank Financial as financial advisor in connection with the Proposed Debenture Amendments.

The record date for determining the Debentureholders entitled to receive notice of and vote at the Meeting is October 13, 2023. Further information with respect to the Proposed Debenture Amendments will be outlined in the management information circular of Northwest (the “Circular”) to be sent to Debentureholders in connection with the Meeting.

The Proposed Debenture Amendments are subject to approval by the Toronto Stock Exchange and formal approval of at least 66 2/3% of the principal amount of the Debentures voted at the Meeting. Alternatively, the Proposed Debenture Amendments will be approved by Debentureholders without the need for a Meeting if the form of proxy or voting instruction form accompanying the Circular is executed in writing by holders of not less than 66 2/3% of the principal amount of the Debentures who mark the FOR box prior to the Meeting.

Any Debentureholder that delivers and does not withdraw a valid proxy (and, for beneficial holders holding through the CDS & Co. (“CDS”) book-entry system, who instruct their CDS Participant through the CDSX system) with respect to the Proposed Debenture Amendments in advance of the applicable deadline in accordance with the terms and conditions set forth in the Circular shall receive a cash consent fee of $20 per $1,000 principal amount of Debentures held by such Debentureholder as of the record date for the Meeting (the “Consent Fee”), subject to satisfaction of certain other conditions required for the payment of the Consent Fee, including the valid approval of the Proposed Debenture Amendments by Debentureholders.

The REIT reserves the right to cancel the Meeting at any time prior to the Meeting by notifying Debentureholders via news release, and may not proceed with the Proposed Debenture Amendments notwithstanding approval by the Debentureholders.
MB Bureau