Sphere 3D Refinances Existing Convertible Note
April 07 2016 - 6:02AM
Sphere 3D Corp. (NASDAQ:ANY), a containerization, virtualization
and data management solutions provider and parent company of
Overland Storage and Tandberg Data, today announced it has
terminated its short term loan facility with FBC Holdings S.a.r.l.
(“FBC”), by repaying US$5 Million and by increasing the existing
convertible debenture with FBC by US$5 Million at substantially the
same terms, which currently matures in 2018.
FBC is an affiliate of Cyrus Capital Partners,
L.P., the investment manager for certain funds, which beneficially
owns, directly or indirectly, securities of the company carrying
more than 10% of the voting rights attached to the outstanding
voting securities of the company. As a result, the additional
advance under the existing convertible debenture with FBC
constitutes a “related party transaction” within the meaning of
Canadian Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”). A
resolution of the board of directors was passed to approve the
transactions described herein. The director affiliated with Cyrus
did not vote on the resolution in respect of the transactions
described herein insofar as they involve FBC and such director did
not participate in the discussions relating thereto. The company
intends to file a material change report in connection with the
transactions described herein. However, such material change report
will not be filed at least 21 days before the completion of the
transactions described herein in order to allow the company to
secure the financing opportunities described herein. The company is
relying on the exemptions from the “formal valuation” and “minority
approval” requirements under MI 61-101 set forth in sections 5.5(a)
and 5.7(1)(a) of MI 61-101, respectively, based on the fact that
the subject matter of, or consideration for, the transactions
contemplated herein insofar as they involve interested parties, as
determined by the board of directors of the company and in
accordance with MI 61-101, does not exceed 25% of the market
capitalization of the company, as determined in accordance with MI
61-101.
About Sphere 3DSphere 3D Corp.
(NASDAQ:ANY) delivers containerization and virtualization
technologies along with data management products that enable
workload-optimized solutions. We achieve this through a combination
of containerized applications, virtual desktops, virtual storage
and physical hyper-converged platforms. Sphere 3D’s value
proposition is simple and direct—we allow organizations to deploy a
combination of public, private or hybrid Cloud strategies while
backing them up with state of the art storage solutions.
Sphere 3D, along with its wholly-owned subsidiaries Overland
Storage and Tandberg Data, has a strong portfolio of brands
including Glassware 2.0™, SnapCLOUD™, SnapScale®, SnapServer®, V3®,
RDX®, and NEO®. For more information, visit
www.sphere3d.com. Follow us on Twitter @Sphere3D or
@overlandstorage.
Investor
Contact:Blueshirt GroupMichael
Bishop415-217-4968mike@blueshirtgroup.com
Safe Harbor StatementThis press
release may contain forward-looking statements that involve risks,
uncertainties, and assumptions that are difficult to predict.
Actual results and the timing of events could differ materially
from those anticipated in such forward-looking statements as a
result of risks and uncertainties including, without limitation,
unforeseen changes in the course of Sphere 3D’s business or the
business of its wholly-owned subsidiaries, including, without
limitation, Overland Storage and Tandberg Data; any increase in
Sphere 3D’s cash needs or our inability to obtain additional debt
or equity financing; performance and functionality of our products;
the level of success of our collaborations and business
partnerships; possible actions by customers, partners, suppliers,
competitors or regulatory authorities; and other risks detailed
from time to time in Sphere 3D’s periodic reports contained in our
Annual Information Form and other filings with Canadian securities
regulators (www.sedar.com) and in prior periodic reports filed with
the United States Securities and Exchange Commission (www.sec.gov),
and risks detailed in the Form F-4/A relating to Sphere 3D’s merger
with Overland Storage filed with the SEC. Sphere 3D undertakes no
obligation to update any forward-looking statement, whether written
or oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise.
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