TORONTO — Slate Office REIT (TSX: SOT.UN) (the “REIT”), an owner and operator of high-quality workplace real estate, is pleased to provide an update to its previous announcement in connection with the proposed amendments to 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”).
“As we remain focused on positioning the REIT’s portfolio for long-term stability, the REIT’s management team, together with the Board of Trustees, believe the implementation of these Amendments will prove prudent and beneficial to both the REIT and the Debentureholders,” said Steve Hodgson, Chief Executive Officer of Slate Office REIT. “We continue to navigate a volatile and uncertain operating environment, and these Amendments will provide the REIT with attractive financing terms while, importantly, enabling the REIT to preserve liquidity and optionality for the REIT’s future needs in the face of rising rates and persistent macroeconomic challenges. For the Debentureholders, the Amendments will offer existing Debentureholders a series of material enhancements to the existing terms.”
As previously announced, the REIT is separately but concurrently 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 have delivered valid consents and proxies consenting TO / voting FOR the approval of the Extraordinary Resolution by January 25, 2023 (the “Consent Solicitation”), the Extraordinary Resolution will be passed. If the Consent Solicitation condition is not met, the REIT will hold a meeting of the Debentureholders (the “Meeting”) on January 27, 2023 to seek approval of the Extraordinary Resolution. However, if the Extraordinary Resolution is approved through the Consent Solicitation, the Meeting will be cancelled, as it will no longer be necessary to effect the Amendments.
Today, the REIT filed a consent and proxy solicitation statement, and related materials (collectively, the “Solicitation Materials”) on SEDAR. The Solicitation Materials are available under the REIT’s profile on SEDAR at www.sedar.com. Additionally, the REIT will distribute Solicitation Materials to all the Debentureholders.
The Solicitation Materials outline important information for Debentureholders, including the following:
- CDS Clearing and Depositary Services Inc. (“CDS”) is the only registered holder of the Debentures, and all other holders of the Debentures are beneficial holders who hold the Debentures through an intermediary which is a participant of CDS (each a “CDS Participant”). Accordingly, beneficial Debentureholders must provide consent and voting instructions to their CDS Participant.
- The deadline for CDS Participants to submit consent and proxy instructions to the CDSX system for beneficial Debentureholders to be entitled to receive the Consent Fee (described below) is 5:00 p.m. (Eastern Time) on January 20, 2023. However, notwithstanding this deadline, beneficial Debentureholders should be aware that most CDS Participants have an internal deadline for receiving instructions that is earlier than this deadline.
- Each Debentureholder as of the record date of December 21, 2022, who provides both a valid consent and proxy in favour of the Extraordinary Resolution before the deadlines described above, may 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.
- The deadline for CDS Participants to submit consent and proxy instructions to the CDSX System (without entitlement to the Consent Fee) is 9:00 a.m. (Eastern Time) on January 25, 2023. However, notwithstanding this deadline, beneficial Debentureholders should be aware that most CDS Participants have an internal deadline for receiving instructions that is earlier than this deadline.
Kingsdale Advisors is acting as the Information, Solicitation and Tabulation Agent for the Consent Solicitation and the Meeting. Debentureholders may contact Kingsdale Advisors regarding: (i) questions concerning the terms of the Consent Solicitation and the Meeting, (ii) assistance with Solicitation Materials, (iii) requests of additional copies of the Solicitation Materials or (iv) assistance with proxy appointments for the meeting at: 1-800-775-1986 or by email at firstname.lastname@example.org.
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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