Exchange Income Corporation (TSX:EIF) (the "Corporation") announced today that it has reached an agreement with a syndicate of underwriters co-led by National Bank Financial Inc., Laurentian Bank Securities Inc. and CIBC Capital Markets, and including BMO Capital Markets, RBC Capital Markets Inc., Scotiabank, TD Securities Inc., Raymond James Ltd., AltaCorp Capital Inc., Canaccord Genuity Corp., and Macquarie Capital Markets Canada Ltd. (the "Underwriters"), pursuant to which the Corporation will issue on a "bought deal" basis, subject to regulatory approval, $70,000,000 aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per principal amount of Debentures (the "Offering"). The Corporation has granted to the Underwriters an over-allotment option to purchase up to an additional $10,500,000 aggregate principal amount of Debentures at the same price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments. The Corporation intends to use the net proceeds from the Offering to fund the redemption of certain debentures as set forth below and to reduce indebtedness under the credit facility of the Corporation. The Debentures will bear interest from the date of closing at 5.25% per annum, payable semi-annually in arrears on June 30 and December 31 each year commencing June 30, 2018. The Debentures will each have a maturity date of December 31, 2022 (the "Maturity Date").
The Debentures will be convertible at the holder's option at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by the Corporation for redemption of the Debentures into common shares of the Corporation ("Common Shares") at a conversion price of approximately $51.50 per Common Share, being a conversion rate of 19.4175 Common Shares for each $1,000 principal amount of Debentures, subject to adjustment as provided in the indenture governing the Debentures.
The Corporation also announced that it will issue a notice of redemption to the holders of its currently outstanding 7 year 5.50% convertible senior unsecured debentures maturing on September 30, 2019 (the "September 2012 Debentures"). The Corporation has had the right to redeem the September 2012 Debentures since September 30, 2017, and subject to all necessary approvals, will redeem all issued and outstanding September 2012 Debentures following the closing of the Offering on a date to be determined by the Corporation (the "Redemption Date"). Holders of the September 2012 Debentures will have the option to convert the September 2012 Debentures into Common Shares prior to the Redemption Date at a price of $36.80 per share. The September 2012 Debentures are redeemable at a redemption price equal to their principal amount, plus accrued and unpaid interest thereon up to, but excluding, the Redemption Date. As of the close of business on November 29, 2017, there was approximately $57 million principal amount of September 2012 Debentures issued and outstanding.
The Corporation intends to use the net proceeds of the Offering to fund the redemption of the September 2012 Debentures, as required, and to repay indebtedness under its credit facility. The redemption of the September 2012 Debentures is not conditional upon the completion of the Offering.
Closing of the Offering is expected to occur on or about December 20, 2017. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange of the listing of the Debentures and the Common Shares to be issued upon conversion of the Debentures. The Debentures will be offered in each of the provinces of Canada by way of a short form prospectus, and by way of private placement in the United States to Qualified Institutional Buyers pursuant to Rule 144A.