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Magnetar Financial LLC has filed an early warning report regarding the ownership of securities in Invesque Inc. (TSX:IVQ) by its affiliated funds. These include Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar Andromeda Select Fund LLC, Magnetar Constellation Master Fund V Ltd, Magnetar Constellation Fund II, Ltd, Magnetar Structured Credit Fund, LP, Magnetar Constellation Master Fund IV, Ltd, and Magnetar SC Fund Ltd.
On September 16, 2024, a significant development occurred as the aforementioned funds entered into an Exchange Agreement with Invesque. According to this agreement, the funds have agreed to exchange their class A convertible preferred shares for common shares of Invesque. Specifically, they will exchange 2,802,009 Series 1 Preferred Shares, 3,172,086 Series 2 Preferred Shares, 1,586,042 Series 3 Preferred Shares, and 1,538,461 Series 4 Preferred Shares for 674,705,882 common shares of Invesque. This transaction values the common shares at a total of US$114,700,000, reflecting a 15% premium based on the 15-day volume-weighted average price (VWAP) of the common shares as of September 13, 2024.
The Preferred Share Exchange is contingent upon several conditions, including the simultaneous completion of the Debenture Exchange, approval from the Toronto Stock Exchange (TSX), and shareholder consent as required by TSX regulations.
Invesque also disclosed its plan to seek approval from holders of its 7.00% Convertible Unsecured Subordinated Debentures due January 31, 2025, and 8.75% Convertible Unsecured Subordinated Debentures due September 30, 2026. The total outstanding principal amounts are US$24,850,000 for the 2025 Debentures and US$43,415,000 for the 2026 Debentures. Invesque aims to amend the indentures governing these debentures to include new covenants. The proposed amendments involve exchanging the principal amounts for common shares and new subordinated debentures of Invesque. This Debenture Exchange is anticipated to occur before January 31, 2025, pending the fulfillment of all closing conditions.
