TORONTO — Slate Office REIT (TSX: SOT.UN) (the “REIT”), an owner and operator of high-quality workplace real estate, announced today that it proposes to amend the terms of its 5.25% convertible unsecured subordinated debentures due February 28, 2023 (the “Debentures”) to: (i) increase the interest rate from 5.25% to 9.00%, effective February 28, 2023, (ii) decrease the conversion price from $10.53 per REIT unit to $5.50 per REIT unit, (iii) extend the maturity date from February 28, 2023 to February 28, 2026, and (iv) provide that the Debentures are not redeemable prior to February 28, 2025 and, at any time after February 28, 2025, the REIT shall be permitted to redeem the amended Debentures, in whole or in part at a price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of the redemption (collectively, the “Amendments”).
The REIT is soliciting consents and proxies from the holders of the Debentures (the “Debentureholders”), to pass an extraordinary resolution to approve the Amendments (the “Extraordinary Resolution”). If Debentureholders representing not less than 66 2/3% of the principal amount of the Debentures deliver valid consents and proxies voting FOR the approval of the Extraordinary Resolution by January 26, 2023 (the “Consent Solicitation”), the Extraordinary Resolution will be passed and no meeting of Debentureholders will be held.
If the Consent Solicitation condition is not met, the REIT will hold a meeting of the Debentureholders (the “Meeting”) on January 27, 2023 to approve the Extraordinary Resolution. Approval of the Extraordinary Resolution at the Meeting requires not less than 66 2/3% of the principal amount of the Debentures, present or represented by proxy at the Meeting to vote in favour of the Extraordinary Resolution. The quorum for the Meeting requires at least 25% of the principal amount of the outstanding Debentures to be present at the Meeting, in person or by proxy. Should a Meeting be held and a Debentureholder wish to attend the Meeting or appoint a proxy to attend the Meeting, the Debentureholder should immediately contact Kingsdale Advisors, the Solicitation Agent, to obtain the proxy appointment instructions.
Despite the deadlines described above, if the REIT receives the required level of approval for the Amendments by consent or vote, and a supplemental indenture to implement the Amendments is signed, Debentureholders as at the Record Date (as defined below) who responded favourably to the Extraordinary Resolution by providing both a valid consent and proxy in favour of the Extraordinary Resolution, in each case, before 5:00 p.m. (Eastern time) on January 20, 2023 (the “Consent Fee Deadline”), will be eligible to receive a fee (the “Consent Fee”). The Consent Fee will be payment of $5.00 for each $1,000 principal amount of Debentures. Debentureholders who do not respond to the foregoing by the Consent Fee Deadline will not receive payment of the Consent Fee even though the indenture will be binding on them if it becomes effective.
The REIT will mail and/or otherwise deliver a management information circular and consent solicitation statement and related proxy and consent solicitation materials (the “Debentureholder Materials”) to the holders of the Debentures in connection with each of the Consent Solicitation and the Meeting. The REIT will issue a further press release when these materials become available on SEDAR at www.sedar.com.
Only holders of record of the Debentures as of 5:00 p.m. ET on December 21, 2022 (the “Record Date”) are eligible to receive notice of the Meeting, and receive the Debentureholder Materials with respect to the Extraordinary Resolution.
Kingsdale Advisors is acting as the Solicitation Agent and Tabulation Agent for the Consent Solicitation. Debentureholders may contact Kingsdale Advisors regarding: (i) questions concerning the terms of the Consent Solicitation, (ii) assistance with completing proxy and consent solicitation materials, or (iii) requests of additional copies of the Debentureholder Materials at: 1-800-775-1986 or by email at email@example.com.
About Slate Office REIT (TSX: SOT.UN)
Slate Office REIT is a global owner and operator of high-quality workplace real estate. The REIT owns interests in and operates a portfolio of strategic and well-located real estate assets in North America and Europe. The majority of the REIT’s portfolio is comprised of government and high-quality credit tenants. The REIT acquires quality assets at a discount to replacement cost and creates value for unitholders by applying hands-on asset management strategies to grow rental revenue, extend lease term and increase occupancy. Visit slateofficereit.com to learn more.
About Slate Asset Management
Slate Asset Management is a global alternative investment platform targeting real assets. We focus on fundamentals with the objective of creating long-term value for our investors and partners. Slate’s platform has a range of real estate and infrastructure investment strategies, including opportunistic, value add, core plus and debt investments. We are supported by exceptional people and flexible capital, which enable us to originate and execute on a wide range of compelling investment opportunities. Visit slateam.com to learn more.
Certain information herein constitutes “forward-looking information” as defined under Canadian securities laws which reflect management’s expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the REIT. The words “plans”, “expects”, “does not expect”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes”, or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “occur”, “be achieved”, or “continue” and similar expressions identify forward-looking statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies. When relying on forward-looking statements to make decisions, the REIT cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements. Additional information about risks and uncertainties is contained in the filings of the REIT with securities regulators.
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