/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, Aug. 2, 2019 /CNW/ - Firm Capital American Realty
Partners Corp. ("FCA" or the "Company"), (TSXV:
FCA.U), (TSXV: FCA) is pleased to announce that its previously
announced fully marketed offering (the "Offering") will
consist of 17,000 convertible debenture units ("Convertible
Debenture Units") at a price of $1,000 per Convertible Debenture Unit (the
"Offering Price"), for aggregate gross proceeds of
$17,000,000 (or 19,550 Convertible
Debenture Units for aggregate gross proceeds of $19,550,000 if the over-allotment option is
exercised in full). Closing of the Offering is expected to occur on
or about August 8, 2019 (the
"Closing Date"), subject to the satisfaction of customary
closing conditions, including the receipt of all necessary
regulatory and stock exchange approvals.
Each Convertible Debenture Unit shall consist of $1,000 principal amount of unsecured subordinated
convertible debentures of the Company (each, a "Convertible
Debenture"), 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 $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
$12.60 per common share subject to
adjustment in certain events, being a ratio of 79.365079 shares per
$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.
FCA has filed a final prospectus supplement dated August 2, 2019 in connection with the Offering
(the "Prospectus Supplement") with the securities regulatory
authorities in all provinces of Canada, except Quebec. A copy of the Prospectus Supplement is
available under the Company's profile on SEDAR at
www.sedar.com.
MARKETED OFFERING AND UNDERWRITING AGREEMENT
In connection with the Offering, FCA has entered into an
underwriting agreement (the "Underwriting Agreement") with a
syndicate of underwriters led by Canaccord Genuity Corp. and
including, Echelon Wealth Partners Inc., Industrial Alliance
Securities Inc., Raymond James Ltd., TD Securities Inc., GMP
Securities L.P., CIBC World Markets Inc., and Laurentian Bank
Securities Inc. (collectively, the "Underwriters") pursuant
to which the Underwriters have agreed to purchase 17,000
Convertible Debenture Units at the Offering Price.
In connection with the Offering, the Company has also granted
the Underwriters an over‐allotment option (the
"Over‐Allotment Option") exercisable in whole
or in part, at the sole discretion of the Underwriters, for a
period of 30 days from the Closing Date, to purchase up to an
additional 2,550 Convertible Debenture Units at the Offering Price,
or up to 2,550 additional Convertible Debentures (the
"Additional Debentures") at a price of $942.33 per Additional Debenture, or up to
201,450 additional Warrants (the "Additional Warrants") at a
price of $0.73 per Additional
Warrant, or any combination of the foregoing, so long as the
aggregate number of Additional Debentures and Additional Warrants
issued under the Over‐Allotment Option does not exceed 2,550
Additional Debentures and 201,450 Additional Warrants.
If the Over‐Allotment Option is exercised in full, an additional
$2,550,000 in gross proceeds will be
raised pursuant to the Offering and the aggregate gross proceeds of
the Offering to the Company will be $19,550,000.
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 for general
corporate purposes.
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.
FORWARD LOOKING INFORMATION
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 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.