/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
TORONTO, July 22, 2019 /CNW/ - Firm Capital American
Realty Partners Corp. ("FCA" or the "Company"),
(TSX-V: FCD.UN) is pleased to announce that it has filed a
preliminary prospectus supplement to its base shelf prospectus
dated September 15, 2017 with the
securities authorities in all provinces of Canada except Quebec, with respect to a fully marketed
offering (the "Offering") of convertible debenture units
("Convertible Debenture Units"). The total size of the
Offering will be determined in the context of the market prior to
the filing of the (final) prospectus supplement in respect of the
Offering. Notwithstanding the foregoing, it is currently
anticipated that approximately C$20 million of Convertible
Debenture Units will be offered at a price of C$1,000 per Convertible Debenture Unit. The
preliminary prospectus supplement has not yet become final and
remains subject to completion.
The Offering is being made through a syndicate of underwriters
(the "Underwriters") led by Canaccord Genuity Corp. and
including, Echelon Wealth Partners Inc., Raymond James Ltd., TD
Securities Inc., Industrial Alliance Securities Inc., GMP
Securities L.P., CIBC Capital Markets, and Laurentian Bank
Securities Inc.
FCA will grant the Underwriters an option (the
"Over-Allotment Option") to cover over-allotments and for
market stabilization purposes, exercisable at any time up to 30
days subsequent to the closing of the Offering, to increase the
size of the Offering by up to 15% in Convertible Debenture Units
(and/or the components thereof) on the same terms and conditions of
the Offering, exercisable in whole or in part and from time to
time.
Each Convertible Debenture Unit shall consist of one unsecured
subordinated convertible debenture of the Company (each, a
"Convertible Debenture") in the principal amount of
C$1,000 and 79 common share purchase
warrants of the Company (each, a "Warrant"). Each Warrant
will be exercisable to acquire one common share of the Company for
an exercise price of C$12.60 per
share for a period of two years following the closing date of the
Offering.
The Convertible Debentures will mature and be repayable on
June 30, 2026 (the "Maturity
Date") and will accrue interest at the rate of 6.25% per annum,
payable semi-annually on the last day of June and December of each
year, commencing on December 31, 2019
(each an "Interest Payment Date"). The Convertible
Debentures will be convertible at the holder's option into common
shares of the Company at any time prior to the close of business on
the earlier of the business day immediately preceding the Maturity
Date and the business day immediately preceding the date fixed for
redemption of the Convertible Debentures, at a conversion price of
C$12.60 per common share subject to
adjustment in certain events, being a ratio of 79.365079 shares per
C$1,000 principal amount of
Convertible Debentures. Holders converting their Convertible
Debentures will receive accrued and unpaid interest thereon from
and including the last Interest Payment Date to but excluding the
date of conversion.
The Company intends to use the net proceeds of the Offering to
fund prospective acquisitions of income producing multi-family
residential properties in the United
States primarily by way of joint venture partnerships, to
fund prospective investments in mortgage debt on real estate
properties in the United States,
for the repayment of debt, for working capital and general
corporate purposes.
The Offering is scheduled to close on or about August 8, 2019, subject to satisfaction of
customary closing conditions, including the receipt of all
necessary regulatory and stock exchange approvals.
ABOUT FIRM CAPITAL AMERICAN REALTY PARTNERS CORP.
Firm Capital American Realty Partners Corp. is a U.S. focused
real estate investment entity that pursues real estate and debt
investments through the following platforms:
- Income Producing Real Estate Investments: Acquiring
income producing real estate assets in major cities across
the United States. Acquisitions
are completed solely by the Company or in joint-venture partnership
with local industry expert partners who retain property management
responsibilities; and
- Mortgage Debt Investments: Real estate debt and equity
lending platform in major cities across the United States, focused on providing all
forms of bridge mortgage loans and joint venture capital.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this news release constitutes
forward-looking statements under applicable securities law. Any
statements that are contained in this news release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking statements are often identified by
terms such as "may", "should", "anticipate", "expect", "intend" and
similar expressions. Forward-looking statements in this news
release include, but are not limited to, statements with respect to
the filing of the (final) prospectus supplement, the potential
issuance of securities of the Company, the amount of securities
that may be issued, the use of proceeds of the Offering and the
timing of the closing of the Offering. Forward-looking statements
necessarily involve known and unknown risks, including, without
limitation, risks associated with general economic conditions;
adverse factors affecting the U.S. real estate market generally or
those specific markets in which the Company holds properties;
volatility of real estate prices; inability to access sufficient
capital from internal and external sources, and/or inability to
access sufficient capital on favourable terms; industry and
government regulation; changes in legislation, income tax and
regulatory matters; the ability of the Company to implement its
business strategies; competition; currency and interest rate
fluctuations and other risks, including those described in the
Company's public disclosure documents on SEDAR at
www.sedar.com.
Readers are cautioned that the foregoing list is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement. Neither the TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Additional information about the Company is available at
www.firmcapital.com or www.sedar.com.
SOURCE Firm Capital American Realty Partners Corp.