CRWN Crown Capital Partners Inc

• Any Debentureholder that votes for the Debenture Amendments will receive a cash consent fee of $10 per $1,000 principal amount of Debentures held by the Debentureholder.
• The deadline to submit vote is May 12, 2023, on or before 10:00 a.m. (Eastern Time).
• Debentureholders who have questions or need assistance with voting may contact Crown Capital's strategic communications and proxy solicitation agent, Laurel Hill Advisory Group ("Laurel Hill") by telephone at 1-877-452-7184 or by email at assistance@laurelhill.com.

CALGARY, AB, April 26, 2023 /CNW/ - Crown Capital Partners Inc. ("Crown" or the "Corporation") (TSX: CRWN) today announced that it has mailed an information circular and related meeting materials (the "Meeting Materials") in connection with the upcoming special meeting of the holders (the "Debentureholders") of its 6% convertible unsecured subordinated debentures due June 30, 2023 (the "Debentures") to be held at the offices of the Corporation, 33 Yonge Street, Suite 901, Toronto, ON, M5E 1G4, on May 16, 2023 at 10:00 a.m. (Eastern Time) (the "Meeting").

At the Meeting, Debentureholders will be asked to consider and vote upon certain amendments to the terms of the Debentures (the "Debenture Amendments"), which will be voted on as a package and consist of:

1. Extending the maturity date of the Debentures from June 30, 2023 to December 31, 2024;
2. Amending the interest rate on the Debentures from 6% to 10%;
3. Removing the conversion right of the Debentureholders; and
4. Removing the right of the Corporation to repay the principal amount of the Debentures in common shares of the Corporation ("Common Shares") on the new maturity date or any redemption date.

If the Debenture Amendments are approved, the board of directors of the Corporation believe that the Debenture Amendments will provide the following advantages:

1. Extension of Maturity Date: The extension of the maturity date will afford Debentureholders a longer period of time during which to receive interest at a favourable rate.
2. Increased Interest Rate: Increasing the interest rate from 6% to 10% provides an attractive yield to Debentureholders.
3. Removal of Share Repayment Right: The Corporation will no longer have the right to repay the principal amount on the Debentures, in whole or in part, in Common Shares on the new maturity date or any redemption date.
4. Consent Fee: Any Debentureholder that votes for the Debenture Amendments will receive a cash consent fee (the "Consent Fee") of $10 per $1,000 principal amount of Debentures held by the Debentureholder as of April 6, 2023 (the "Record Date") provided that certain other conditions required for the payment of the Consent Fee are satisfied, including that the Debenture Amendments are validly approved by Debentureholders and the Toronto Stock Exchange (the "TSX").

The Debenture Amendments will provide additional short term capital for Crown while it completes sales of assets, including the continued liquidation of the remaining assets of its specialty finance segment, which should provide sufficient funds to repay the Debentures in cash. Provided that the Debenture Amendments are approved, it is the intention of management of Crown to use some or all of the proceeds of such asset sales to fund the redemption of some or all of the Debentures as soon as these proceeds become available.

The effective date of the Debenture Amendments will be June 30, 2023.

Management recommends that the Debentureholders vote for the resolution which authorizes and approves the Debenture Amendments.

The Debenture Amendments will only be effective if passed by an extraordinary resolution of the holders of at least 66⅔% of the principal amount of the Debentures present in person or by proxy at the Meeting and entitled to vote in respect of the Debenture Amendments.

The TSX has conditionally approved the Debenture Amendments. The Debenture Amendments remain subject to the final approval of the TSX.

In the event that the Debenture Amendments are not approved by Debentureholders and the TSX, the Debentures will mature on June 30, 2023 and the Corporation will consider the alternatives available to it to address the maturity of the Debentures. The options may include arranging for alternate debt financing in order to fund the pay-out in cash of the principal amount and/or satisfying the obligation to pay the amount owing on maturity, in whole or in part, through the issuance of Common Shares.

Debentureholders may vote on or before 10:00 a.m. (Eastern Time) on May 12, 2023 by following the voting instructions set out in the information circular of the Corporation dated April 12, 2023 with respect to the Meeting. Only Debentureholders of record at the close of business on the Record Date will be entitled to vote at the Meeting.

Crown has retained Laurel Hill as the Corporation's strategic communications and proxy solicitation agent to, among other things, assist in the solicitation of proxies. For these services, the Corporation will pay Laurel Hill an advisory fee of $30,000, in addition to certain out-of-pocket expenses. The Corporation may use Broadridge Financial Solutions Inc.'s QuickVote™ service to assist beneficial Debentureholders with voting. The Corporation's proxy solicitation agent, Laurel Hill, may contact certain beneficial Debentureholders who have not objected to the Corporation knowing who they are (non-objecting beneficial owners, or "NOBOs") to conveniently obtain a vote directly over the telephone.

Debentureholder Questions 
Debentureholders who have any questions or require assistance with voting may contact the Corporation's strategic communications and proxy solicitation agent:

Laurel Hill Advisory Group
Toll Free: 1-877-452-7184 (for Debentureholders in North America)

International: +1 416-304-0211 (for Debentureholders outside Canada and the US) 
By Email: assistance@laurelhill.com

Copies of the Meeting Materials mailed to Debentureholders have been filed under the Corporation's profile on SEDAR at www.sedar.com. 

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, the timing and value of potential asset sales, and management's intended uses of the proceeds of asset sales. 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.

SOURCE Crown Capital Partners Inc.