Invesque Inc. (TSX:IVQ) has announced its intention to seek approval from holders of its Convertible Unsecured Subordinated Debentures for amendments to the terms governing its existing debentures. The company aims to modify the terms of its 7.00% Convertible Unsecured Subordinated Debentures maturing on January 31, 2025 and its 8.75% Convertible Unsecured Subordinated Debentures maturing on September 30, 2026 . Details regarding the meetings for these approvals will be provided at a later time.
The proposed amendments for the 2025 Debentures include:
- Introduction of New Covenants: The outstanding principal amount of the 2025 Debentures, along with accrued interest, will be exchanged on a specified date before January 31, 2025. This exchange will involve:
- The issuance of a portion of new unsecured subordinated debentures ("Amended Debentures") totaling US$9,938,000.
- Issuance of 39,164,705 common shares of the Corporation ("Common Shares"), valued at US$6,658,000 based on a share price of US$0.17, representing a 15% premium over the 15-day volume weighted average price (VWAP) of the Common Shares as of September 13, 2024.
- Modification of 'Change of Control': The definition of "Change of Control" will be revised to exclude the Preferred Share Exchange from this definition.
The proposed amendments for the 2026 Debentures, in conjunction with those for the 2025 Debentures, include:
- Introduction of New Covenants: The outstanding principal amount of the 2026 Debentures, along with accrued interest, will be exchanged on a specified date before January 31, 2025. This exchange will involve:
- The issuance of a portion of Amended Debentures totaling US$17,362,000.
- Issuance of 91,376,470 Common Shares, valued at US$15,534,000 based on a share price of US$0.17, representing a 15% premium over the 15-day VWAP of the Common Shares as of September 13, 2024.
- Modification of 'Change of Control': Similar to the 2025 Debentures, the definition of "Change of Control" will be amended to exclude the Preferred Share Exchange.
Amended Debentures Overview:
- Interest Rate: The Amended Debentures will carry an annual interest rate of 9.75%, payable semi-annually on June 30 and December 31, starting from June 30, 2025.
- Redemption Terms: The Corporation will have the right to redeem the Amended Debentures, either in full or in part, with prior notice. If redemption occurs within one year of issuance, the redemption price will be 102% of the principal amount, plus any accrued interest. The Corporation may redeem up to 25% of the principal amount at 100% of the principal amount plus accrued interest during this period.