WELL Health Technologies Completes $150 Million Senior Unsecured Notes Offering to Retire Convertible Debentures Due December 2026

Details of WELL Health's First Senior Unsecured Notes Offering

WELL Health Technologies has completed its inaugural private placement of senior unsecured notes, issuing $150 million in aggregate principal at a 6.875% annual coupon, maturing July 15, 2031, representing a five-year term. The notes were issued at par under a trust indenture, meaning investors paid full face value at closing.

These notes are direct senior unsecured obligations of WELL Health Technologies Corp., ranking equally with all current and future senior unsecured indebtedness. This pari passu status aligns with typical investment-grade debt structures, positioning noteholders alongside other senior unsecured creditors rather than subordinated or secured lenders. All monetary amounts are in Canadian dollars unless otherwise noted.

Allocation of the $150 Million Proceeds

The company plans to use net proceeds primarily to fully repay its convertible debentures maturing in December 2026, with the balance allocated for general corporate purposes. The announcement does not specify the exact dollar split between these uses.

Retiring the December 2026 convertible debentures removes the refinancing risk and potential equity dilution associated with convertible instruments. By replacing them with fixed-rate, non-convertible senior unsecured notes, WELL Health extends its debt maturity profile and eliminates conversion features. The outstanding principal amount of the December 2026 convertible debentures was not disclosed.

Comments from Chairman and CEO Hamed Shahbazi on Balance Sheet Strategy

WELL Health Chairman and CEO Hamed Shahbazi remarked, "With this offering now closed, we have the capital in hand to retire our December 2026 convertible debentures and move forward with a cleaner, more flexible balance sheet." He added, "We appreciate the support from the Canadian institutional fixed income community and look forward to leveraging this financing to advance our growth strategy."

Shahbazi’s comments underscore the transaction’s focus on balance sheet simplification and enhanced flexibility, alongside continued capital deployment to support growth. His reference to the "Canadian institutional fixed income community" indicates the notes were placed with Canadian institutional investors through the private placement.

Leading Canadian and International Banks Form Syndicate for Offering

The offering was supported by a syndicate of prominent banks, with BMO Capital Markets as lead bookrunner, joined by RBC Capital Markets, Stifel, J.P. Morgan, and TD Securities as joint bookrunners. Scotiabank acted as co-lead manager, while CIBC Capital Markets and ATB Cormark Capital Markets served as co-managers.

The participation of five major Canadian bank-owned dealers alongside U.S.-based Stifel and J.P. Morgan highlights strong cross-border institutional demand despite the private placement being conducted exclusively in Canada. ATB Cormark Capital Markets’ involvement reflects regional institutional coverage. The sizeable syndicate for a $150 million deal suggests robust demand from Canadian institutional fixed income investors, as noted by Shahbazi, though specific order book details were not disclosed.

Private Placement and Regulatory Compliance in Canada

The notes were offered solely on a private placement basis across Canadian provinces, meaning they were not qualified for public distribution and remain unregistered under Canadian securities laws. This approach aligns with standard practice for institutional debt offerings exempt from prospectus requirements.

Additionally, the notes are not registered under the U.S. Securities Act of 1933 or any state securities laws and cannot be offered or sold in the U.S. or to U.S. persons. The announcement includes customary disclaimers clarifying that it does not constitute an offer or solicitation where prohibited by law, consistent with regulatory compliance for Canadian private placements.

WELL Health’s Position as Canada’s Largest Outpatient Healthcare Provider

WELL Health Technologies operates approximately 270 clinics across Canada, supporting over five million patient visits annually. The company’s business spans clinical operations, health technology services, and cybersecurity.

Through its WELLSTAR subsidiary, WELL offers electronic medical records, AI-driven clinical tools, patient engagement platforms, and IT management services. Its CYBERWELL unit provides cybersecurity solutions tailored to the healthcare sector. This integrated model of physical clinics combined with digital health and cybersecurity services underpins the $150 million notes offering and the company’s growth strategy.

Eliminating the December 2026 Convertible Debenture Maturity Concentration

This transaction removes a significant "maturity wall"—a cluster of debt obligations due within a short timeframe. The December 2026 convertible debentures represented a near-term refinancing requirement that, if unmet, could have forced WELL Health back into capital markets under less favorable conditions.

By refinancing with a fixed-rate instrument maturing in 2031, WELL Health has extended its debt maturity profile and eliminated the equity dilution risk inherent in convertible debt. Specific terms and face value of the December 2026 convertible debentures were not disclosed.

First Access to Canadian Institutional Fixed Income Markets

This inaugural senior unsecured notes private placement marks WELL Health’s first entry into the Canadian institutional fixed income market via this instrument type. Accessing this market is a milestone indicating the company’s growing financial maturity and creditworthiness, appealing to conservative fixed income investors.

The successful pricing of a $150 million, five-year offering at 6.875% with a syndicate of seven financial institutions, including five major Canadian bank-owned dealers, signals strong institutional confidence in WELL’s financial profile. The immediate impact on WELL’s share price was not publicly available at the time of this report.

Forward-Looking Statements and Risk Disclosures by WELL Health

The announcement includes a comprehensive forward-looking information disclaimer as required by Canadian securities laws. WELL Health notes that projections regarding use of proceeds are subject to risks such as adverse market conditions, sector-specific challenges, regulatory changes, financing risks, and competitive pressures.

The company cautions that forward-looking statements are not guarantees of future results and advises investors against undue reliance. WELL directs readers to its most recent Annual Information Form on SEDAR+ for detailed risk factors and states it assumes no obligation to update forward-looking information except as legally required.