CALGARY, AB, Oct. 18, 2024 /CNW/ - Crown Capital Partners Inc. ("Crown" or the "Corporation") (TSX: CRWN) today announced that at a special meeting of the holders (the "Debentureholders") of its 10% unsecured subordinated debentures due December 31, 2024 (the "Debentures") held today, the Debentureholders approved an extraordinary resolution (the "Debentureholder Resolution") that:
authorized and approved certain amendments to the terms of the Debentures (collectively, the "Debenture Amendments") to: (i) extend the maturity date of the Debentures from December 31, 2024 to December 31, 2026; (ii) amend the interest rate on the Debentures from 10% to 11% effective as of October 25, 2024, and from 11% to 12% effective as of December 31, 2025; (iii) amend the interest payment dates from occurring semi-annually on June 30 and December 31 of each year to occurring annually on December 31 of each year, with the next payment to occur effective December 31, 2025 for the interest accrued on the Debentures from June 30, 2024 up to, but excluding, December 31, 2025, Accordingly, at the next interest payment date on December 31, 2025, Debentureholders will be entitled to receive interest calculated at 10% for the period from June 30, 2024 up to, but excluding, October 25, 2024, and 11% for the period from October 25, 2024 up to, but excluding, December 31, 2025; and (iv) grant a security interest to TSX Trust Company (the "Indenture Trustee"), as trustee for the Debentures, for the repayment of the Debentures by way of a charge to and in favor of the Indenture Trustee on all the Corporation's property and assets, subject only to Permitted Encumbrances (as defined in the second amended and restated trust indenture attached as Schedule "B" of the management information circular dated September 10, 2024 (the "Amended Indenture")). Such security will be subordinate to Senior Security (as defined in the Amended Indenture) and rank pari passu with any Pari Passu Debt (as defined in the Amended Indenture). In addition, the amount of Senior Indebtedness (as defined in the Amended Indenture) permitted to be incurred by the Corporation ranking in priority to the Debentures will be limited to no more than $30,000,000; and
waived the default by the Corporation under the Indenture for the failure to make the interest payment on the Debentures (the "Deferred Interest Payment") due on June 30, 2024 (the "Default Waiver"), subject to the requirement that the Corporation make the Deferred Interest Payment to Debentureholders within 60 days of the approval of Debentureholder Resolution (the "Deferred Interest Payment Deadline").
A description of the Debentureholder Resolution is set out in the Corporation's management information circular dated September 10, 2024 and available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.
Debentureholders owning 45.940% of the outstanding Debentures voted. The detailed results of the vote were as follows:
Votes in Favour
% in Favour
Votes Against
% Against
8,902 ($8,902,000 of Debentures)
96.887 %
286 ($286,000 of Debentures)
3.113 %
Any Debentureholder that voted for the Debenture Amendments will receive a cash consent fee of $10 per $1,000 principal amount of Debentures held by the Debentureholder as of September 5, 2024.
The effective date of the Debenture Amendments will be on or about October 25, 2024. Crown will enter into a second amended and restated trust indenture to the current trust indenture between TSX Trust Company governing the Debentures to give effect to the Debenture Amendments.
The Deferred Interest Payment will be made to Debentureholders holding Debentures as of a record date to be set and announced by the Corporation in the coming weeks. No record date or payment date for the Deferred Interest Payment has been set by the Corporation. The amount and timing of such Deferred Interest Payment will be disclosed by the Corporation in a future press release. In the event that the Deferred Interest Payment is not made by the Deferred Interest Payment Deadline, the Default Waiver will be of no further force or effect.
About Crown Capital Partners (TSX: CRWN)
Founded in 2000 within Crown Life Insurance Company, Crown Capital Partners is a capital partner to entrepreneurs and growth businesses mainly operating in the telecommunications infrastructure, distribution services, and distributed power markets. We focus on growth industries that require a specialized capital partner, and we aim to create long-term value by acting as both a direct investor in operating businesses serving these markets and as a manager of investment funds for institutional partners. For additional information, please visit crowncapital.ca.
FORWARD-LOOKING STATEMENTS
This news release contains certain "forward looking statements" and certain "forward looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management's beliefs, expectations or intentions regarding the Debenture Amendments, Default Waiver and the Deferred Interest Payment. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Crown's periodic filings with Canadian securities regulators. See Crown's most recent annual information form for a detailed discussion of the risk factors affecting Crown. In addition, Crown's dividend policy will be reviewed from time to time in the context of the Corporation's earnings, financial requirements for its operations, and other relevant factors and the declaration of a dividend will always be at the discretion of the board of directors of the Corporation. Crown undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
