ECN Capital Announces C$75 Million Bought Deal Offering of 6.50% Listed Convertible Senior Unsecured Debentures
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TORONTO, March 12, 2025 (GLOBE NEWSWIRE) -- ECN Capital Corp. (TSX:ECN) ("ECN Capital" or the "Company") today announced that it has entered into an agreement with a syndicate of underwriters (the "Underwriters") led by CIBC Capital Markets, National Bank Financial, BMO Capital Markets and RBC Capital Markets under which the Underwriters have agreed to purchase C$75 million aggregate principal amount of listed convertible senior unsecured debentures due April 30, 2030 (the "Debentures") at a price of C$1,000 per Debenture (the "Offering"). ECN Capital has also granted the Underwriters an option to purchase up to an additional C$11.25 million aggregate principal amount of Debentures, on the same terms and conditions, exercisable in whole or in part, for a period of 30 days following closing of the Offering.
ECN Capital intends to use the net proceeds of the Offering to redeem the C$75 million of outstanding senior unsecured debentures due December 31, 2025 (the "2025 Debentures") prior to December 31, 2025, which early redemption is subject to the prior approval of the majority of lenders under the Company's senior credit facility. Until utilized, some or all of the net proceeds of the Offering may be used to repay existing outstanding indebtedness of the Company under the senior credit facility, which if repaid will then be redrawn at the applicable time to fund the redemption of the 2025 Debentures, held in cash balances in the Company's bank account or invested at the discretion of management in short-term, high quality, interest bearing securities. The Offering is expected to close on March 19, 2025, subject to customary closing conditions.
The Debentures will be direct senior unsecured obligations of the Company and will rank (i) subordinate to all existing and future senior secured indebtedness of the Company, including pursuant to its senior credit facility, (ii) subordinate to all existing and future secured indebtedness of the Company that is not senior secured indebtedness, but only to the extent of the value of the assets securing such other secured indebtedness, (iii) pari passu with each debenture issued under the indenture under which the Debentures will be issued (the "Indenture") and with all other present and future unsubordinated indebtedness of the Company, including the 2025 Debentures, the Company's senior unsecured debentures due December 31, 2026 and the Company's senior unsecured debentures due December 31, 2027, that is not senior secured indebtedness, including trade creditors, (iv) senior in right of payment to indebtedness of the Company that by its terms is subordinated in right of payment to the Debentures, and (v) structurally subordinated to all existing and future obligations, including indebtedness and trade payables, of the Company's subsidiaries. The payment of principal and premium, if any, of, and interest on, the Debentures will be subordinated in right of payment to all senior secured indebtedness of the Company, as will be set forth in the Indenture. The Indenture will not restrict the Company or its subsidiaries from incurring additional indebtedness or from mortgaging, pledging or charging its properties to secure ...
