TORONTO, Oct. 16,
2023 /CNW/ - Northwest Healthcare Properties Real
Estate Investment Trust (the "REIT" or "Northwest")
(TSX: NWH.UN) announced today that it intends to seek approval to
amend and extend the REIT's 2018 convertible debentures due
December 31, 2023 (TSX: NWH.DB.G)
(the "Debentures") at a meeting of the holders of the
Debentures (the "Debentureholders") to be held on
November 27, 2023 (the
"Meeting").
The proposed debenture amendments include: (a) extending the
maturity date of the Debentures to March 31,
2025; (b) revising the interest rate on the Debentures to
10.00% per annum, effective December 31,
2023; and (c) decreasing the conversion price to
$7.25 per trust unit (collectively,
the "Proposed Debenture Amendments").
Craig Mitchell, Northwest's
Interim CEO, commented, "Since Q2 2023, management has diligently
taken the necessary measures to improve the REIT's capital
structure, and the Proposed Debenture Amendments is another
important step. Extending the maturity of the Debentures would
provide Northwest with additional financial flexibility."
The board of trustees (the "Board") unanimously
recommends that the Debentureholders vote FOR the Proposed
Debenture Amendments. Debentureholders holding approximately
24% of the outstanding Debentures have signed voting support
agreements to vote the Debentures beneficially owned or controlled
by them FOR the Proposed Debenture Amendments.
The Proposed Debenture Amendments mandate is distinct from the
broader strategic review process underway. The REIT has engaged
National Bank Financial as financial advisor in connection with the
Proposed Debenture Amendments.
The record date for determining the Debentureholders entitled to
receive notice of and vote at the Meeting is October 13, 2023. Further information with
respect to the Proposed Debenture Amendments will be outlined in
the management information circular of Northwest (the
"Circular") to be sent to Debentureholders in connection
with the Meeting.
The Proposed Debenture Amendments are subject to approval by the
Toronto Stock Exchange and formal approval of at least 66 2/3% of
the principal amount of the Debentures voted at the Meeting.
Alternatively, the Proposed Debenture Amendments will be approved
by Debentureholders without the need for a Meeting if the form of
proxy or voting instruction form accompanying the Circular is
executed in writing by holders of not less than 66 2/3% of the
principal amount of the Debentures who mark the FOR box prior to
the Meeting.
Any Debentureholder that delivers and does not withdraw a valid
proxy (and, for beneficial holders holding through the CDS &
Co. ("CDS") book-entry system, who instruct their CDS
Participant through the CDSX system) with respect to the Proposed
Debenture Amendments in advance of the applicable deadline in
accordance with the terms and conditions set forth in the Circular
shall receive a cash consent fee of $20 per $1,000
principal amount of Debentures held by such Debentureholder as of
the record date for the Meeting (the "Consent Fee"), subject
to satisfaction of certain other conditions required for the
payment of the Consent Fee, including the valid approval of the
Proposed Debenture Amendments by Debentureholders.
The REIT reserves the right to cancel the Meeting at any time
prior to the Meeting by notifying Debentureholders via news
release, and may not proceed with the Proposed Debenture Amendments
notwithstanding approval by the Debentureholders.
All dollar amounts referenced in this news release are in
Canadian dollars.
About Northwest Healthcare Properties Real Estate Investment
Trust
Northwest Healthcare Properties Real Estate Investment Trust
(TSX: NWH.UN) (Northwest) is an unincorporated, open-ended real
estate investment trust established under the laws of the Province
of Ontario. As at June 30, 2023, the REIT provides investors with
access to a portfolio of high-quality international healthcare real
estate infrastructure comprised of interests in a diversified
portfolio of 231 income-producing properties and 18.5 million
square feet of gross leasable area located throughout major markets
in Canada, the United States, Brazil, Europe, Australia, and New
Zealand. The REIT's portfolio of medical office buildings,
clinics, and hospitals is characterized by long-term indexed leases
and stable occupancies. With a fully integrated and aligned senior
management team, the REIT leverages over 300 professionals in ten
offices in eight countries to serve as a long-term real estate
partner to leading healthcare operators.
Forward-Looking Information
Certain statements contained in this news release are
forward-looking statements and are provided for the purpose of
presenting information about management's current expectations and
plans relating to the future. Readers are cautioned that such
statements may not be appropriate for other purposes. These
forward-looking statements include statements regarding: the
Meeting date, the Proposed Debenture Amendments, the Consent Fee,
the benefits to Debentureholders and unitholders of the REIT, the
anticipated performance of the REIT in 2023 and beyond and
improvements to the REIT's capital structure. In some cases
forward-looking information can be identified by such terms as
"will", "would", "anticipate", "anticipated", "expect" and
"expected". The forward-looking statements in this news release are
based on certain assumptions, including assumptions regarding the
future performance of the REIT's business and interest rates. Such
statements are subject to significant known and unknown risks,
uncertainties and other factors that may cause actual results or
events to differ materially from those expressed or implied by such
statements and, accordingly, should not be read as guarantees of
future performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. Such
risks include the risk that (a) the Debenture Amendments will not
be approved by either Debentureholders or the TSX, (b) the
Debenture Amendments will not be successfully completed for any
reason (including as a result of the REIT's previously announced
strategic review process), (c) if completed, the REIT will not be
able to pay the interest and/or repay the principal amount
outstanding under the Debentures when due, (d) the REIT,
Debentureholders or unitholders may not realize the anticipated
benefits of the Debenture Amendments for a variety of reasons,
including future increases in interest rates, (d) the REIT may not
be able to improve its capital structure as described herein or at
all and (e) those risks described in the REIT's current annual
information form and management's discussion and analysis,
available on SEDAR+ at www.sedar.com, which risks may be dependent
on market factors and not entirely within the REIT's control.
Although management believes that it has a reasonable basis for the
expectations reflected in these forward-looking statements, actual
results may differ from those suggested by the forward-looking
statements for various reasons. These forward-looking statements
reflect current expectations of the REIT as at the date of this
news release and speak only as at the date of this news release.
The REIT does not undertake any obligation to publicly update or
revise any forward-looking statements except as may be required by
applicable law.
SOURCE NorthWest Healthcare Properties Real Estate Investment
Trust