/ NOT FOR DISTRIBUTION TO US NEWS WIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES /
TORONTO, Aug. 25, 2021 (GLOBE NEWSWIRE) – Firm Capital Mortgage Investment Corporation (the “Company”) (TSX: FC) is pleased to announce that it has entered into a sales agreement to a consortium of syndicate banks , operated by TD Securities Inc. and National Bank Financial Inc., total face value of $ 40,000,000 of 5.00% convertible unsecured subordinated notes maturing on September 30, 2028 (the “Notes”) at one price of $ 1,000 per bond. The Company has granted the underwriters an over-allotment option to purchase up to $ 6,000,000 additional aggregate face value of Notes at the same price, exercisable in whole or in part at any time up to 30 days after the closing of the offering. If the greenshoe option is fully exercised, the gross proceeds of the offering will be $ 46,000,000.
The net proceeds of the offering will be used to pay down debt, make new investments and for general corporate purposes.
The offering of Notes is expected to close on or about September 3, 2021 and is subject to certain conditions including, but not limited to, receipt of all necessary regulatory approvals.
The Notes bear interest at an interest rate of 5.00% pa, semi-annually retrospectively on the last day in March and September of each year, beginning on March 31, 2022, and mature on September 30, 2028 (the “Maturity Date”) Notes may, at the option of the holder, be converted into common stock of the Company (the “Shares”) at any time prior to close of business on the Maturity Date and on the Business Day immediately prior to the date specified for redemption for a. Conversion price of US $ 17.75 per share (the ” Conversion price ”), subject to an adjustment in certain circumstances.
The bonds are not redeemable before September 30, 2024. On and after September 30, 2024 and before September 30, 2026, the Notes are from time to time, at the Company’s option, in whole or in part at face value plus accrued and unpaid interest, provided the weighted average trading price of the Shares on the Toronto Stock Exchange during of the 20 consecutive trading days that end on the fifth trading day before the day of the redemption declaration is not less than 125% of the conversion price. On and after September 30, 2026, the Notes are redeemable from time to time in whole or in part at the Company’s option at their nominal value plus accrued and unpaid interest.
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The bonds are direct, unsecured liabilities of the Company that are subordinate to the Company’s senior liabilities and rank pari passu with the Company’s existing unsecured subordinated convertible bonds.
Subject to certain conditions, the Company has the right to repay the outstanding face amount of the Notes on maturity or by issuing Shares on repayment. The Company also has the option of fulfilling its obligation to pay interest by issuing and selling shares.
The Notes will be issued in accordance with a Supplement to the Prospectus which will be filed with the securities regulators in all provinces of Canada by August 27, 2021 in accordance with the Company’s short base prospectus dated December 30, 2020.
No securities regulatory authority has approved or disapproved the contents of this press release. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or any other state securities laws and may not be offered, sold or delivered, directly or indirectly, in the United States, its possessions and any other jurisdiction subject to its jurisdiction, or for the account or for the benefit of a US person, unless there is an exception to the registration. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities of the company in any jurisdiction.
about the company
Where Mortgage Deals Are Made®
The company is a non-bank lender through its mortgage lender Firm Capital Corporation, providing short-term bridging and conventional real estate financing for residential and commercial real estate, including construction, mezzanine and equity investments. The company’s investment objective is to preserve shareholders’ equity while providing shareholders with a steady stream of monthly dividends from investments. The company achieves its investment objectives by investing in selected niche markets that are not adequately served by large credit institutions. The previous lending activities continue to develop a diversified mortgage portfolio that generates stable returns for shareholders. The corporation is a mortgage investment company (MIC) within the meaning of the Income Tax Act (Canada). Accordingly, the Company will not be taxed on income provided its taxable income is paid to its shareholders in dividends within 90 days of December 31 of each year. Such dividends are generally treated as interest income by shareholders so that each shareholder is in the same position as if the mortgage investment made by the company had been made directly by the shareholder. Full reports on the company’s financial results for the year are included in the company’s audited financial statements and related management discussions and analysis, which are available on the SEDAR website at www.sedar.com. Additional information is also available on the company’s website at www.firmcapital.com.
This press release contains forward-looking statements within the meaning of applicable securities laws, including, among other things, statements relating to the ability to meet regulatory, stock exchange and commercial closing conditions of the Offer, the expected use of the proceeds of the Offer, the expected closing date of the Offer, the uncertainty in connection with access to the capital markets and the statements relating to the company’s business, including those contained in the company’s annual information sheet for the year ended December 31, 2020, and statements relating to management’s views, estimates and intentions and similar statements about expected future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements can generally be made through the use of forward-looking terminology such as “outlook”, “target”, “may”, “will”, “expect”, “intentionally”, “estimate”, “anticipate”, “believe”, “should” , “Plan” or “continue” or similar expressions indicative of future results or events. Such forward-looking statements reflect the current views of management and are based on information currently available to management.
These statements are not guarantees and are based on our estimates and assumptions, which are subject to risks and uncertainties, including those described under “Risk Factors” on the company’s annual information form for the year ended December 31, 2020 (a copy of which may be obtained at www.sedar.com). These risks and uncertainties include, but are not limited to, risks related to public health crises (including COVID-19), mortgage loans, reliance on the company’s manager and mortgage lender, competition for mortgage loans, property values, interest rate fluctuations, environmental issues, shareholder liability, and the introduction of new tax regulations. Material factors or assumptions used in concluding or making an estimate in the forward-looking information include, among other things, that the company will be able to invest in mortgages at interest rates that have been presented to the company, the company, at rates consistent with the historical interest rates Adequate bank debt and bank loans are available, as well as an intangible impact of the COVID-19 pandemic. Although the forward-looking information contained in this new press release is based on reasonable assumptions made by management, there can be no guarantee that actual results and performance will correspond to these forward-looking statements.
All forward-looking statements in this press release are restricted by these cautionary statements. Unless required by law, the company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or for any other reason.
For further information please contact:
Fixed capital mortgage investment company
President & Chief Executive Officer
Boutique Mortgage Lender®