Invesque asks holders to amend 6% convertibles, including three-year deferred maturity

By Wendy Van Sickle

Columbus, Ohio, April 10 – Invesque Inc. will host a meeting for holders of its 6% convertible debentures due Sept. 30, 2023 to vote on a number of changes to the convertibles, including extending the maturity date by three years, according to a news release Monday.

Holders will also be asked to approve increasing the interest rate to 8.75%, effective on the original maturity date; decreasing the conversion priced to $2.75 from $10.70; and redeeming, on a pro rata basis, $22 million, or 46%, of the principal amount of the amended debentures outstanding plus accrued interest on the original maturity date.

All remaining debentures, if not redeemed or converted, would be repaid at the extended maturity date of Sept. 30, 2026.

The meeting will be held at 10 a.m. ET on May 23 in Fishers, Ind.

If the amendments are approved by the holders, the effective date, aside from the increase to the interest rate, will be the date that Invesque enters into a supplemental trust indenture containing the amendments.

"We have successfully executed on a number of strategic dispositions over the last 24 months, reducing the corporation's leverage and making noteworthy improvements to our financial position," said chairman and chief executive officer Scott White in the release. "Our seniors housing operating partners continue to see positive move-in trends, higher than historical rate growth, and a slowing of expense pressures, which we expect to result in further improvements to overall financial results in 2023 and beyond. The proposed debenture amendments will allow us to continue executing on our strategy, which we believe will create significant value for all stakeholders. Additionally, the extension would provide debentureholders with a longer period of time to achieve an attractive yield."

The company’s board of directors unanimously recommended holders vote in favor of the amendments.

Holders of approximately 36% of the outstanding debentures have either signed voting support agreements or provided written undertakings to vote the debentures beneficially owned or controlled by them in favor of the amendments.

The record date for holders to vote at the meeting is April 11.

For the amendments to be approved, at least two-thirds of the principal amount of the debentures voted (either in person at the meeting or by proxy) must be voted in favor of the amendments.

Alternatively, the amendments will be approved without the need for a meeting if holders of at least two-thirds of the principal amount of the debentures vote in favor of the amendments in writing prior to the meeting.

The convertibles were issued in 2018.

The issuer is a Toronto-based health care real estate company.

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