Accord Financial asks holders to OK amending, extending 7% convertibles

By Wendy Van Sickle

Columbus, Ohio, June 23 – Accord Financial Corp. will seek holder approval of some amendments to the terms of its 7% convertible subordinated debentures due Dec. 31, 2023 at a special meeting to be held at 10 a.m. ET on Aug. 10 in Toronto, according to a news release.

The proposed amendments include:

• Increasing the interest rate to 10%, which would be effective as of Jan. 2, 2024;

• Extending the maturity date to Jan. 31, 2026;

• Removing the holders’ conversion right;

• Removing the company’s right to repay the principal amount in common shares of the company on the new maturity date or any redemption date; and

• Providing that the debentures are not redeemable prior to Feb. 1 2025, except in the event of a change of control.

A consent fee of C$20 per C$1,000 principal amount will be paid to consenting debentureholders as of the June 26 record date, subject to some conditions, including that the amendments are approved by holders and by the Toronto Stock Exchange.

The company said its board of directors unanimously recommends holders vote in favor of the amendments.

If approved, the amendments will be reflected in a supplemental trust indenture between the company and the debenture trustee with the expected effective date of Aug. 15.

The amendments will only become effective if passed by an extraordinary resolution of the holders of at least 66⅔% of the principal amount present in person or by proxy at the meeting and entitled to vote on the amendments.

If the amendments are not approved, Accord said it will consider alternatives to address the maturity of the debentures that may include arranging for alternate debt financing and/or settling the amount owed at maturity, in whole or in part, through the issuance of common shares.

Accord Financial is a Toronto-based financial services company.

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