SunOpta Announces Oaktree Exchanges Preferred Equity for Common Stock
SunOpta Inc. (“SunOpta” or the “Company”) (Nasdaq:STKL)
(TSX:SOY), a leading healthy food and beverage company focused on
plant-based foods and beverages and fruit-based foods and
beverages, today announced that funds managed by Oaktree Capital
Management, L.P. (“Oaktree”), a leading alternative investment
management firm, have elected to exchange all of their Series A
Preferred Shares for SunOpta common stock representing 12.3% of
SunOpta’s issued and outstanding common shares on a post-exchange
basis. Such stock is to be issued on or about February 17,
On October 7, 2016, Oaktree invested $85 million in the Company
in the form of exchangeable Series A Preferred Shares. The Series A
Preferred Shares are exchangeable into shares of the Company’s
common stock at an exchange price of $7.00 per share and pay a
cumulative dividend of 8% per year, representing approximately $7
million in annual dividends.
Both prior to and after such exchange, Oaktree will beneficially
own or control shares equal to 19.0% of the total outstanding
voting shares of the Company, including the Series B preferred
shares issued on April 24, 2020, which remain subject to permanent
exchange and voting caps. Similarly, Oaktree will continue to have
the right to designate two nominees for election to SunOpta’s Board
of Directors and to other governance rights previously announced.
However, after such exchange, SunOpta will no longer be required to
pay a dividend on the Series A Preferred Shares. Oaktree has
advised the Company that it intends to exercise its registration
rights to require the Company to register such common shares by
filing a resale shelf registration statement.
Matt Wilson, Managing Director and Co-Portfolio Manager of
Oaktree’s Special Situations Group said, “This exchange represents
an expected and hoped for evolution of our investment in SunOpta.
We remain a committed, long-term shareholder and have never been
more excited about the future of the business. We have no current
intention of reducing or exiting our position in the foreseeable
Commenting on this change in the structure of Oaktree’s
ownership Joe Ennen, CEO of SunOpta said, “Oaktree has been great
partner over the last five years in building the business’s
momentum and we look forward to continuing to work with them to
accelerate growth for all shareholders.”
Additional information regarding the exchange will be included
in a Current Report on Form 8-K to be filed by the Company with the
Securities and Exchange Commission and a material change report to
be filed by the Company on www.sedar.com. While Oaktree is a
related party for the purposes of Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”), the exchange will be exempt from MI 61-101 pursuant
to section 5.1(h) of the instrument.
About SunOpta Inc.
SunOpta Inc. is a leading company specializing in the sourcing,
processing and production of organic, natural and non-GMO plant-
and fruit-based food and beverage products.
Oaktree is a leader among global investment managers
specializing in alternative investments, with $148 billion in
assets under management as of December 31, 2020. The firm
emphasizes an opportunistic, value-oriented and risk- controlled
approach to investments in credit, private equity, real assets and
listed equities. The firm has over 1,000 employees and offices in
19 cities worldwide. For additional information, please visit
Oaktree's website at www.oaktreecapital.com.
version on businesswire.com: https://www.businesswire.com/news/home/20210211005282/en/
Reed Anderson ICR 646-277-1260 email@example.com
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