EVANSTON, Ill.,
Dec. 30,
2024 /CNW/ - Magnetar Financial LLC
("Magnetar") today announced the filing of an updated early
warning report with respect to the closing of the previously
announced exchange of securities in Invesque Inc.
("Invesque") by Magnetar Constellation Master Fund, Ltd,
Magnetar Xing He Master Fund Ltd, Magnetar Andromeda Select Fund
LLC, Magnetar Constellation Master Fund V Ltd, Magnetar
Constellation Fund II, Ltd, and Magnetar Structured Credit Fund, LP
(collectively, the "Exchanging Magnetar Funds") and Magnetar
Constellation Master Fund IV, Ltd and Magnetar SC Fund Ltd
(collectively with the Exchanging Magnetar Funds,
the "Magnetar Funds").
On September 16, 2024, the
Exchanging Magnetar Funds entered into an exchange agreement (the
"Exchange Agreement") with Invesque, pursuant to which the
Exchanging Magnetar Funds had agreed to exchange their class A
convertible preferred shares ("Preferred Shares") (2,802,009
Series 1 Preferred Shares, 3,172,086 Series 2 Preferred Shares,
1,586,042 Series 3 Preferred Shares and 1,538,461 Series 4
Preferred Shares) for 674,705,882 common shares of Invesque
("Common Shares"), having a value of US$114,700,000 (C$165,351,520) based on a price per Common Share
of US$0.17 (C$0.2451) (the "Preferred Share
Exchange").
On September 17, 2024, Invesque
announced in its separate press release its intention to seek the
approval of holders of its 7.00% Convertible Unsecured Subordinated
Debentures due January 31, 2025, of
which US$24,850,000 aggregate
principal amount was then outstanding (the "2025
Debentures"), and its 8.75% Convertible Unsecured Subordinated
Debentures due September 30, 2026, of
which US$43,415,000 aggregate
principal amount was then outstanding (the "2026 Debentures"
and, collectively with the 2025 Debentures, the
"Debentures"), to amend the terms of the indentures
governing the Debentures at meetings of holders of each of the 2025
Debentures and 2026 Debentures (the "Debenture Amendments").
Among other things, the Debenture Amendments provided for the
addition of covenants that the outstanding principal amount of the
Debentures would be exchanged for an aggregate of 130,541,175
Common Shares and new unsecured subordinated debentures of Invesque
(the "Debenture Exchange").
On October 16, 2024, the
Exchanging Magnetar Funds and Invesque entered into an amendment to
the Exchange Agreement (the Exchange Agreement, as amended, the
"Amended Exchange Agreement") pursuant to which the
Exchanging Magnetar Funds agreed to exchange their Preferred Shares
for 716,875,000 Common Shares having a value of US$114,700,000 (C$165,351,520) based on a price per Common Share
of US$0.16 (C$0.2307).
Invesque also announced in its separate press release of
October 17, 2024 its intention to
update the terms of the Debenture Amendments such that the
Debenture Exchange would result in the then outstanding principal
amount of the Debentures being exchanged for an aggregate of
140,516,942 Common Shares and new unsecured subordinated debentures
of Invesque.
On November 26, 2024, the
Debenture Amendments were approved by the holders of the Debentures
and the Preferred Share Exchange was approved by disinterested
shareholders of Invesque.
Invesque and Magnetar completed the Preferred Share Exchange
contemporaneously with the completion of the Debenture
Exchange.
Based on securities outstanding and held on the date hereof
immediately prior to the completion of the Preferred Share Exchange
and the Debenture Exchange, Magnetar, together with the Magnetar
Funds, owned and exercised control over (i) 14,558,121 Common
Shares, representing approximately 25.89% of the outstanding Common
Shares, and (ii) 9,098,598 Preferred Shares (2,802,009 Series 1
Preferred Shares, 3,172,086 Series 2 Preferred Shares, 1,586,042
Series 3 Preferred Shares and 1,538,461 Series 4 Preferred Shares),
representing all of the outstanding Preferred Shares of all series.
Based on securities outstanding and held on the date hereof
immediately prior to the completion of the Preferred Share Exchange
and the Debenture Exchange, assuming the voluntary conversion of
all of such 9,098,598 Preferred Shares and taking into account the
liquidation preference accretion pursuant to the terms of the
Preferred Shares as of September 30,
2024, Magnetar and the Magnetar Funds would have owned and
exercised control over an aggregate of 28,256,178 Common
Shares, representing approximately 40.41% of the outstanding Common
Shares. As a result of the Preferred Share Exchange, the Exchanging
Magnetar Funds have acquired an aggregate of 716,875,000 Common
Shares, representing approximately 78.47% of the outstanding Common
Shares after giving effect to the Preferred Share Exchange and the
Debenture Exchange. Immediately following the Preferred Share
Exchange and the Debenture Exchange, Magnetar and the Magnetar
Funds now own and exercise control over 731,433,121 Common
Shares, representing approximately 80.06% of the outstanding Common
Shares. Magnetar and the Magnetar Funds do not own or exercise
control over securities convertible into or exchangeable for
securities of Invesque or other rights to acquire securities of
Invesque.
All of the Common Shares currently owned by Magnetar and the
Magnetar Funds were acquired for investment purposes and, in the
future, Magnetar and the Magnetar Funds may discuss with management
and/or the board of directors of Invesque any of the transactions
listed in clauses (a) to (k) of item 5 of Form F1 to National
Instrument 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues and they may further
purchase, hold, vote, trade, dispose of or otherwise deal in the
securities of Invesque, in such manner as they deem advisable to
benefit from changes in market prices of Invesque's securities,
publicly disclosed changes in the operations of Invesque, their
business strategy or prospects or from a material transaction of
Invesque, and they will also consider the availability of funds,
evaluation of alternative investments and other factors they may
deem relevant.
Pursuant to the Amended Exchange Agreement, Invesque, Magnetar
and the Magnetar Funds entered into an investor rights agreement
(the "IRA") and an amended and restated registration rights
agreement, each dated on the date hereof, together providing for,
among other things, the following rights of Magnetar and the
Magnetar Funds: (i) board nomination rights in respect of a certain
number of directors of Invesque (based on the size of the Invesque
board and the securityholder percentage of Magnetar and the
Magnetar Funds at the relevant times), (ii) customary demand and
piggyback registration rights, (iii) customary pre-emptive rights
with respect to equity securities of Invesque, and (iv) approval
and consent rights in respect of certain actions of Invesque. The
IRA also provides for certain standstill restrictions on Magnetar
and the Magnetar Funds until March 31,
2025.
A copy of the early warning report filed by Magnetar in
accordance with applicable securities laws is available on SEDAR+
under Invesque's profile at www.sedarplus.ca and may be
obtained directly from Magnetar upon request at the email
address below. Invesque's registered office is located at
700 W Georgia Street, 25th Floor, Vancouver, British Columbia V7Y 1B3 and its
head office is located at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7. The address of each
of the Magnetar Funds is c/o Magnetar Financial LLC, 1603 Orrington
Avenue, Suite 1300, Evanston IL
60201 USA.
Forward-Looking Information
Certain statements in this press release constitute
forward-looking information within the meaning of applicable
securities laws, including statements with respect to future
intentions regarding the securities of Invesque owned by Magnetar
and the Magnetar Funds. Such statements are not based on historical
facts, but rather on current expectations and projections about
future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the
future results expressed or implied by such statements. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations. Magnetar is not
under any obligation, and expressly disclaims any intention or
obligation, to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
SOURCE Magnetar Financial LLC
