Slate Office REIT is announcing a proposal to amend the terms of its 5.25% convertible unsecured subordinated debentures due February 28, 2023. | Daily News Byte

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TORONTO — Slate Office REIT (TSX: SOT.UN ) (“REIT”), an owner and operator of high-quality workplace real estate, announced today that it is proposing to amend the terms of its 5.25% convertible unsecured subordinated debentures due February 28, 2023. (the “Debentures”) to: (i) increase the interest rate from 5.25% to 9.00%, effective February 28, 2023, (ii) reduce the conversion price from $10.53 per REIT Unit to $5.50 per REIT Unit, (iii) extend the maturity date from February 28, 2023 to February 28, 2026 and (iv) provide that the Notes may not be redeemed prior to February 28, 2025 and, at any time after February 28, 2025 ., the REIT will be permitted to redeem the amended Notes, in whole or in part, at a price equal to the principal amount thereof plus accrued and unpaid interest up to, but excluding, the date of redemption (collectively, the “Amendments”).

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The REIT is seeking consent and authorization from the holders of the debentures (the “Extraordinary Resolution”) to pass an extraordinary resolution to adopt the amendment (the “Extraordinary Resolution”). If holders of debentures representing at least 66 2/3% of the principal amount of the debentures submit valid consents and proxies voting FOR the adoption of the extraordinary resolution by January 26, 2023 (“Consent Solicitation”), the extraordinary resolution will be passed and no meeting of debtors will be held .

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If the Consent Solicitation Condition is not met, the REIT will hold a meeting of noteholders (the “Meeting”) on January 27, 2023 to approve the extraordinary resolution. For the adoption of an extraordinary decision at the Assembly, it is necessary that at least 66 2/3% of the principal amount of debentures, present or represented by proxy at the Assembly, vote for the extraordinary decision. For a quorum for a meeting, it is necessary that at least 25% of the principal amount of outstanding debentures be present at the meeting, in person or by proxy. If a meeting is held and a noteholder wishes to attend the meeting or appoint a proxy to attend the meeting, the noteholder should immediately contact Kingsdale Advisors, the soliciting agent, for instructions on appointing a proxy.

Notwithstanding the deadlines described above, if the REIT receives the requisite level of approval for the Amendments by consent or vote, and a supplemental indenture is executed to implement the Amendments, bondholders on the Record Date (as defined below) who have responded favorably to the Extraordinary Resolution by you will provide both valid consent and power of attorney in favor of the emergency resolution, in each case, before 5:00 PM (Eastern Time) on January 20, 2023 (“Consent Fee Deadline”), will be eligible to receive compensation (“Consent Fee”). The consent fee will be $5.00 for each principal amount of $1,000 of debentures. Noteholders who do not respond to the above by the Consent Deadline will not receive payment of the Consent Fee although the Agreement will be binding upon them if it becomes effective.

The REIT will mail and/or otherwise deliver a management information circular and consent solicitation statement and related proxy and consent solicitation materials (the “Debentureholder Materials”) to the debentureholders in connection with each of the Consent Solicitations and the Meeting. The REIT will issue another press release when these materials become available on SEDAR at www.sedar.com.

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Only holders of record of the Notes as of 5:00 p.m. ET on December 21, 2022 (the ” Record Date “) are entitled to receive notice of the meeting and to receive Noteholder materials in connection with the special resolution.

Kingsdale Advisors is acting as consent solicitation agent and consent solicitation tabulation agent. Noteholders may contact Kingsdale’s advisors regarding: (i) questions regarding the terms of the consent solicitation, (ii) assistance in completing the promotion and consent materials, or (iii) requests for additional copies of the noteholder materials at: 1- 800-775 -1986 or by email at corpaction@kingsdaleadvisors.com.

About Slate Office REIT (TSX: SOT.UN)

Slate Office REIT is a global owner and operator of high quality workplace real estate. The REIT owns interests in and manages a portfolio of strategic and well-located properties in North America and Europe. Most of the REIT’s portfolio consists of government and high-quality credit tenants. The REIT acquires quality properties at a discount to replacement cost and creates value for unit owners by implementing practical property management strategies to increase rental income, extend lease terms and increase occupancy. Visit slateofficereit.com to learn more.

About Slate Asset Management

Slate Asset Management is a global alternative investment platform targeting real assets. We focus on fundamentals with the goal of creating long-term value for our investors and partners. Slate’s platform features a range of real estate and infrastructure investment strategies, including opportunistic, value added, core plus and debt investments. We are backed by exceptional people and flexible capital, which enable us to initiate and realize a wide range of compelling investment opportunities. Visit slateam.com to learn more.

Forward-looking statements

Certain information herein constitutes “forward-looking information” as defined under Canadian securities laws that reflects management’s expectations regarding the REIT’s goals, plans, objectives, strategies, future growth, business results, performance, business prospects and opportunities . The words “plans”, “expects”, “does not expect”, “plans”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes” or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “would”, “could”, “occur”, “be achieved” or “continue” and similar expressions identify statements that relating to the future. Such forward-looking statements are fully qualified by the inherent risks and uncertainties surrounding future expectations.

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Forward-looking statements are necessarily based on a number of estimates and assumptions that, while believed to be reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies. When relying on forward-looking statements to make decisions, REIT cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results and there may not be accurate indications as to whether or not the timing of such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements. Additional information about risks and uncertainties is contained in the REIT’s filings with securities regulators.

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See the original version on businesswire.com: https://www.businessvire.com/nevs/home/20221220005779/en/

Contacts

For further information
investor relations
+1 416 644 4264
ir@slateam.com

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