Accord sets voting deadline to OK changes to 7% convertibles

By Mary-Katherine Stinson

Lexington, Ky., July 14 – Accord Financial Corp. holders must vote by 10 a.m. ET on Aug. 8 to approve some amendments to the terms of its 7% convertible subordinated debentures due Dec. 31, 2023, according to a news release.

As previously reported, a consent fee of C$20 per C$1,000 principal amount will be paid to debentureholders as of the June 26 record date who vote in favor of the proposals subject to some conditions, including that the amendments are approved by holders and by the Toronto Stock Exchange.

It has now been specified that the votes must be received by the voting deadline for holders to receive the consent fee.

The proposed amendments include:

• Extending the maturity date to Jan. 31, 2026;

• Increasing the interest rate to 10%, which would be effective as of Jan. 2, 2024;

• Removing the holders’ conversion right;

• Removing the company’s right to repay the principal amount in common shares of the company on the new maturity date or any redemption date; and

• Providing that the debentures are not redeemable prior to Feb. 1, 2025, except in the event of a change of control.

The company said its board of directors unanimously recommends holders vote in favor of the amendments.

The special meeting will be held at 10 a.m. ET on Aug. 10 in Toronto, as previously reported.

If approved, the amendments will be reflected in a supplemental trust indenture between the company and the debenture trustee with the expected effective date of Aug. 15.

The amendments will only become effective if passed by an extraordinary resolution of the holders of at least 66 2/3% of the principal amount present in person or by proxy at the meeting and entitled to vote on the amendments.

If the amendments are not approved, Accord said it will consider alternatives to address the maturity of the debentures that may include arranging for alternate debt financing and/or settling the amount owed at maturity, in whole or in part, through the issuance of common shares.

Accord Financial is a Toronto-based financial services company.

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