/ NOT FOR DISTRIBUTION IN THE US NEWS SERVICES OR DISTRIBUTION IN THE UNITED STATES /
TORONTO, August 25, 2021 (GLOBE NEWSWIRE) – Firm Capital Mortgage Investment Corporation (the “Corporation”) (TSX: FC) is pleased to announce that it has entered into an agreement to sell, on the terms of the purchased transaction, a syndicate of underwriters booked by TD Securities Inc. and National Bank Financial Inc., the aggregate principal amount of the 5.00% convertible unsecured subordinated bonds is US $ 40,000,000 maturing on September 30, 2028 (the “Notes”) at a price of US $ 1,000 per Note. The Corporation has provided the underwriters with an over-allocation option to purchase an additional aggregate principal amount of the Notes of up to US $ 6,000,000 at the same exercise price, in whole or in part, at any time up to 30 days after the close of the offer. If the redistribution option is fully realized, the gross proceeds from the placement will be $ 46,000,000.
The net proceeds from the placement will be used to pay off debt, new investments and for general corporate purposes.
The placement of the Notes is expected to close on or about 3 September 2021 and will be subject to certain conditions, including but not limited to obtaining all necessary regulatory approvals.
The bonds will bear interest at a rate of 5.00% per annum payable semi-annually at the end of March and September each year, starting March 31, 2022 and maturing on September 30, 2028. Maturity Date ”). The Notes will be converted, at the option of the holder, into ordinary shares of the Corporation (the “Shares”) at any time prior to the close of business on the earliest of the Maturity Date and on the business day immediately preceding the date set for redemption at a conversion price of US $ 17.75 per Share (the “Conversion Price”), which may be adjusted under certain circumstances.
The bonds will not be redeemed until September 30, 2024. On and after September 30, 2024, but until September 30, 2026, the Notes will from time to time be redeemed in whole or in part at the Corporation’s option at par plus accrued and unpaid interest, provided that the weighted average trading price of the Shares on the Toronto Stock Exchange in for 20 consecutive trading days ending on the fifth trading day preceding the date on which the redemption notice was filed is at least 125% of the conversion price. On and after September 30, 2026, the Notes will be redeemable, in whole or in part, from time to time at the Corporation’s option at any time at par, plus accrued and unpaid interest.
The Notes will be a direct unsecured obligation of the Corporation subject to the Corporation’s senior debt. pari pass to the Corporation’s existing convertible unsecured subordinated bonds.
Subject to certain conditions, the Corporation will be entitled to redeem the outstanding principal amount of the Notes at maturity or redemption by issuance of Shares. The Corporation will also be able to fulfill its obligation to pay interest by issuing and selling Shares.
The Notes will be issued in accordance with the prospectus supplement to be filed no later than August 27, 2021 with the securities regulators in all provinces of Canada in accordance with the Corporation’s short base prospectus dated December 30, 2020.
No securities regulator has approved or rejected the content of this press release. Offered securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not, directly or indirectly, be offered, sold, or shipped in the United States. , its possessions and other territories under its jurisdiction, either at the expense of, or in favor of a person of the United States, unless an exemption from registration is provided. This press release is for informational purposes only and does not constitute an offer to sell or solicit to buy any of the Corporation’s securities in any jurisdiction.
Where Mortgage® Deals Are Closed
The corporation, through its mortgage banker, Firm Capital Corporation, is a non-bank lender providing residential and commercial short-term bridge financing and traditional real estate finance, including construction investments, mezzanine and equity investments. The investment goal of the Corporation is to preserve share capital while providing shareholders with a stable flow of monthly dividends from investments. The corporation achieves its investment goals by investing in selected niche markets that are under-served by large credit institutions. Today, lending activities continue to contribute to the development of a diversified mortgage portfolio that brings stable returns to shareholders. A corporation is a Mortgage Investment Corporation (MIC) as defined Income tax law (Canada). Accordingly, the Corporation is not subject to income tax provided that its taxable income is paid to shareholders in the form of dividends within 90 days after December 31 of each year. Such dividends are usually treated by shareholders as interest income, so that each shareholder is in the same position as if the mortgage investment made by the Corporation were made directly by the shareholder. The Corporation’s full statements of financial results for the year are presented in the audited financial statements and related management discussions and analyzes of the Corporation, available on the SEDAR website at www.sedar.com. In addition, additional information is available on the Corporation’s website at www.firmcapital.com.
This press release contains forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements related to the ability to comply with the regulatory, exchange and commercial terms of the closing of an offer, the expected use of proceeds from an offer, the expected date of closing of an offer, uncertainties associated with access to capital markets, and statements related to the Corporation’s business, including those contained in the Corporation’s Annual Information Form for the year ended December 31, 2020, as well as statements regarding management’s beliefs, estimates, intentions and similar statements regarding expected future events, results , circumstances, performance or expectations that are not historical facts. Forward-looking statements can usually be defined using forward-looking terminology such as forecast, target, may, will, expect, intent, estimate, anticipate, believe, should ”,“ plans ”or“ to continue ”or similar expressions suggesting future results or events. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management.
These statements are not warranties and are based on our estimates and assumptions, which are subject to risks and uncertainties, including those described in the Corporation’s Annual Information Form for the year ended December 31, 2020, in the Risk Factors section (a copy of which can be obtained (see www.sedar.com). These risks and uncertainties include, but are not limited to, risks associated with a public health crisis (including COVID-19), mortgage lending, dependence on a Corporation manager and mortgage banker, competition for mortgage lending, real estate values, interest rate fluctuations, environmental issues, shareholder. responsibility and the introduction of new tax rules. Significant factors or assumptions that were used in the conclusion or assessment of the forward-looking information include, among other things, that the Corporation can invest in mortgage loans at rates consistent with historically achieved rates, there are adequate opportunities to invest in mortgages. submitted by the Corporation, adequate bank debt and bank loans are available to the Corporation, as well as the intangible consequences of the COVID-19 pandemic. While the forward-looking information continued in this new release is based on what management believes to be a reasonable estimate, there is no assurance that actual results and performance will be in line with these forward-looking statements.
All forward-looking statements in this press release are subject to these cautionary statements. Except as otherwise provided by applicable law, the Corporation assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
For more information contact:
Capital Mortgage Investment Corporation Firm
President and CEO
Boutique Mortgage Lenders®