Slate Office REIT gets holder approval to amend 5.25% convertibles

By Wendy Van Sickle

Columbus, Ohio, Jan. 27 – Slate Office REIT said holders of its 5.25% convertible unsecured subordinated debentures due Feb. 28, 2023 adopted an extraordinary resolution to implement amendments at a meeting on Friday, according to a press release.

The adoption of the extraordinary resolution was approved by holders of about 89% of the outstanding principal amount of the debentures in attendance at the meeting, the company reported.

The company was proposing to: extend the maturity date by three years to Feb. 28, 2026; increase the interest rate to 9%; decrease the conversion price to C$5.50 from C$10.53 per REIT unit; and provide that the debentures are not redeemable before Feb. 28, 2025, after which they will be redeemable at par plus interest.

As previously reported, as of Jan. 23, holders of the debentures representing over $14 million, or more than 48%, of the principal amount had cast votes, with over 96% of votes cast in favor of the extraordinary resolution to approve the amendments.

The company was offering a consent fee of C$5 for each C$1,000 principal amount to holders who delivered consents by 5 p.m. ET on Jan. 20.

A vote of at least 66 2/3% of the principal amount of the debentures delivering valid consents and proxies in favor would have resulted in the adoption of the amendments without a meeting.

As the threshold was not reached without a meeting, a meeting was held at 9 a.m. ET on Jan. 27 for holders to vote on the extraordinary resolution. Holders of not less than 66 2/3% of the principal amount of the debentures, present or represented by proxy had to vote in favor of the extraordinary resolution for it to be approved.

A quorum at the meeting was established ahead of time, as debentureholders holding at least 25% of the principal amount of debentures outstanding submitted proxy voting instructions.

Kingsdale Advisors (800 775-1986 or by email at corpaction@kingsdaleadvisors.com) is the solicitation agent and tabulation agent.

Slate Office is a Toronto-based real estate investment trust that owns strategic real estate assets mostly located in Canada’s major population centers.

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