Slate Office REIT: 48% of holders vote to amend 5.25% convertibles

By Mary-Katherine Stinson

Lexington, Ky., Jan. 24 – Slate Office REIT reported the results of its consent and proxy solicitation to amend the terms of its 5.25% convertible unsecured subordinated debentures due Feb. 28, 2023, according to a press release.

As previously reported, the company is proposing the following: to extend the maturity date by three years to Feb. 28, 2026; increase the interest rate to 9%; decrease the conversion price to C$5.50 from C$10.53 per REIT unit; and provide that the debentures are not redeemable before Feb. 28, 2025, after which they will be redeemable at par plus interest.

As of Jan. 23, holders of the debentures representing over $14 million of principal amount had cast votes, with over 96% of votes cast being in favor of the extraordinary resolution to approve the amendments.

This equals over 48% of debentureholders having voted in favor.

The company was offering a consent fee of C$5 for each C$1,000 principal amount to holders who delivered consents by 5 p.m. ET on Jan. 20.

A vote of at least 66 2/3% of the principal amount of the debentures delivering valid consents and proxies in favor would have resulted in the adoption of the amendments without a meeting.

As the threshold was not reached, a meeting will be held at 9 a.m. ET on Jan. 27 for holders to vote on the extraordinary resolution. Holders of not less than 66 2/3% of the principal amount of the debentures, present or represented by proxy must vote in favor of the extraordinary resolution for it to be approved.

A quorum at the meeting has already been established, as debentureholders holding at least 25% of the principal amount of debentures outstanding have submitted proxy voting instructions.

Kingsdale Advisors (800 775-1986 or by email at corpaction@kingsdaleadvisors.com) is the solicitation agent and tabulation agent.

Slate Office is a Toronto-based real estate investment trust that owns strategic real estate assets mostly located in Canada’s major population centers.

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