US$365M 2020
Debentures fully repaid; US$150M
Extension Debentures agreed on substantially
identical terms until February
2024
WATERLOO, ON, Nov. 13,
2023 /CNW/ -- BlackBerry Limited (NYSE: BB; TSX: BB)
today announced that it has entered into an agreement with certain
controlled affiliates of Fairfax Financial Holdings Limited
(together, "Fairfax"), pursuant to which Fairfax will
subscribe for US$150 million
aggregate principal amount of 1.75% extendable convertible
unsecured debentures of BlackBerry (the "Extension
Debentures") on a private placement basis (the
"Transaction"). The Transaction is expected to be completed
on or before November 17,
2023.
BlackBerry also announced that it has paid all amounts due upon
the maturity of its outstanding 1.75% unsecured convertible
debentures issued September 1, 2020
(TSX: BB.DB.U) (the "2020 Debentures"). The
outstanding principal amount of the 2020 Debentures was
US$365 million and none of the 2020
Debentures had been converted into common shares of BlackBerry
("Common Shares") prior to repayment.
The Extension Debentures will be convertible into Common Shares
at a price of US$6.00 per Common
Share and will be due on or about February
14, 2024, with an option for the parties to extend the
maturity date to on or about May 14,
2024, by mutual agreement. The conversion price represents a
premium of approximately 64.8% to the closing price of the Common
Shares on the New York Stock Exchange on November 10, 2023, and the Common Shares issuable
upon conversion of all of the Extension Debentures would represent
approximately 4.3% of the current issued and outstanding Common
Shares. Aside from the maturity date, the terms of the Extension
Debentures will be substantially identical to those of the 2020
Debentures, except that the Extension Debentures will not be listed
on any stock exchange and will not involve an indenture trustee.
The Extension Debentures will be guaranteed on a senior unsecured
basis by BlackBerry Corporation and BlackBerry UK Limited (the
"Subsidiary Guarantees").
In light of Fairfax's interest in the proposed subscription for
the Extension Debentures, the Transaction is a "related party
transaction", but will be exempt from the minority approval and
valuation requirements of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions of the Canadian Securities Administrators. The
Transaction will also be exempt from shareholder approval
requirements under the rules of the Toronto Stock Exchange and the
New York Stock Exchange. Fairfax beneficially owns, or exercises
control or direction over, 46,724,700 Common Shares, representing
approximately 8.0% of the currently issued and outstanding Common
Shares on a non-diluted basis. Fairfax would own, control, or
direct 71,724,700 Common Shares representing approximately 11.8% of
the issued and outstanding Common Shares assuming full conversion
of the Extension Debentures. Mr. Prem
Watsa recused himself from BlackBerry Board of Directors
discussions relating to the Transaction and did not vote on its
approval.
The closing of the Transaction is subject to customary
conditions, including approval from the Toronto Stock Exchange and
the New York Stock Exchange.
The offer and sale of the Extension Debentures, the Subsidiary
Guarantees and the Common Shares issuable upon conversion of the
Extension Debentures, if any, will be made to accredited investors
in reliance on the exemption from registration under Section
4(a)(2) of the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and will not be registered pursuant to
the Securities Act or any state securities laws. Unless a
subsequent sale is registered under the Securities Act, the
Extension Debentures, the Subsidiary Guarantees and the Common
Shares issuable upon conversion of the Extension Debentures, if
any, may only be offered or sold in the
United States in a transaction that is exempt from, or in a
transaction not subject to, the registration requirements of the
Securities Act and other applicable securities laws.
An early warning report will be filed by Fairfax in accordance
with applicable securities laws and will be available under
BlackBerry's profile on SEDAR+ at www.sedarplus.ca or directly from
Fairfax by contacting John Varnell,
Vice President, Corporate Development, at (416) 367-4941.
BlackBerry's head and registered office address is 2200 University
Avenue East Waterloo, Ontario N2K
0A7. Fairfax's head and registered office address is 95
Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7. Fairfax will
acquire the Extension Debentures for investment purposes, and in
the future, it may discuss with management and/or the Board of
Directors of BlackBerry any of the transactions listed in clauses
(a) to (k) of item 5 of Form F1 of National Instrument 62-103 –
The Early Warning System and Related Take-over Bid and Insider
Reporting Issues and it may further purchase, hold, vote,
trade, dispose or otherwise deal in the securities of BlackBerry,
in such manner as it deems advisable to benefit from changes in
market prices of BlackBerry securities, publicly disclosed changes
in the operations of BlackBerry, its business strategy or prospects
or from a material transaction of BlackBerry.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of these securities nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities
laws of any such state or jurisdiction.
About BlackBerry
BlackBerry (NYSE: BB; TSX: BB) provides intelligent security
software and services to enterprises and governments around the
world. The company secures more than 500M endpoints including over 235M vehicles. Based in Waterloo, Ontario, the company leverages AI
and machine learning to deliver innovative solutions in the areas
of cybersecurity, safety, and data privacy solutions, and is a
leader in the areas of endpoint management, endpoint security,
encryption, and embedded systems. BlackBerry's vision is
clear - to secure a connected future you can trust.
Investor Contact:
BlackBerry Investor Relations
+1 (519) 888-7465
investorrelations@blackberry.com
Media Contact:
BlackBerry Media Relations
+1 (519) 597-7273
mediarelations@blackberry.com
This news release contains forward-looking statements within the
meaning of certain securities laws, including under the U.S.
Private Securities Litigation Reform Act of 1995 and applicable
Canadian securities laws, including statements regarding
BlackBerry's plans, strategies and objectives including its
expectations with respect to increasing and enhancing its product
and service offerings, and other statements that are not historical
facts.
The words "expect", "anticipate", "estimate", "may", "will",
"should", "could", "intend", "believe", "target", "plan" and
similar expressions are intended to identify these forward-looking
statements. Forward-looking statements are based on estimates and
assumptions made by BlackBerry in light of its experience and its
perception of historical trends, current conditions and expected
future developments, as well as other factors that BlackBerry
believes are appropriate in the circumstances, including but not
limited to, BlackBerry's expectations regarding its business,
strategy, opportunities and prospects, the launch of new products
and services, general economic and financial market conditions,
competition, and BlackBerry's expectations regarding its financial
performance. Many factors could cause BlackBerry's actual
results, performance or achievements to differ materially from
those expressed or implied by the forward-looking statements,
including, without limitation, the risks discussed in BlackBerry's
Annual Report on Form 10-K and the "Cautionary Note Regarding
Forward-Looking Statements" section of BlackBerry's MD&A
(copies of which filings may be obtained at www.sedar.com or
www.sec.gov). All of these factors should be considered carefully,
and readers should not place undue reliance on BlackBerry's
forward-looking statements. Any statements that are forward-looking
statements are intended to enable BlackBerry's shareholders to view
the anticipated performance and prospects of BlackBerry from
management's perspective at the time such statements are made, and
they are subject to the risks that are inherent in all
forward-looking statements, as described above, as well as
difficulties in forecasting BlackBerry's financial results and
performance for future periods, particularly over longer periods,
given changes in technology and BlackBerry's business strategy,
evolving industry standards, intense competition and short product
life cycles that characterize the industries in which BlackBerry
operates. Any forward-looking statements are made only as of today
and BlackBerry has no intention and undertakes no obligation to
update or revise any of them, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
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SOURCE BlackBerry Limited