Original News Release
Firm Capital Mortgage increases offering to $25-million
Mr. Eli Dadouch reports
FIRM CAPITAL MORTGAGE INVESTMENT CORPORATION ANNOUNCES UPSIZING OF PREVIOUSLY ANNOUNCED BOUGHT DEAL OFFERING
Firm Capital Mortgage Investment Corp. has increased the size of its previously announced bought deal offering. Pursuant to the amended terms, the corporation has entered into a revised agreement to sell, on a bought deal basis, to a syndicate of underwriters bookrun by CIBC Capital Markets and TD Securities, $25-million aggregate principal amount of 5.50 per cent convertible unsecured subordinated debentures due Dec. 31, 2032, at a price of $1,000 per debenture. The corporation has granted the underwriters an overallotment option to purchase up to $3.75-million additional aggregate principal amount of debentures at the same price, exercisable, in whole or in part, at any time until 30 days following the closing of the offering. If the overallotment option is exercised in full, the gross proceeds of the offering will total $28.75-million.
The net proceeds of the offering will be used for debt repayment and for general corporate purposes.
The offering of debentures is expected to close on or about Oct. 14, 2025, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals.
The debentures will bear interest at a rate of 5.50 per cent per annum, payable semi-annually in arrears on the last day of June and December in each year, commencing on Dec. 31, 2025, and will mature on Dec. 31, 2032. The debentures will be convertible at the holder's option into common shares of the corporation at any time prior to the close of business on the earlier of the maturity date and the business day immediately preceding the date fixed for redemption at a conversion price of $14.06 per share subject to adjustment in certain circumstances.
The debentures will not be redeemable before Dec. 31, 2028. On and after Dec. 31, 2028, and prior to Dec. 31, 2030, the debentures will be redeemable in whole or in part from time to time at the corporation's option at par plus accrued and unpaid interest, provided that the weighted-average trading price of the shares on the Toronto Stock Exchange during the 20 consecutive trading days ending on the fifth trading day preceding the date on which notice of redemption is given is not fewer than 125 per cent of the conversion price. On and after Dec. 31, 2030, the debentures will be redeemable, in whole or in part, from time to time at the corporation's option at any time at par plus accrued and unpaid interest.
The debentures will be direct, unsecured obligations of the corporation, subordinated to senior indebtedness of the corporation, ranking pari passu to the corporation's existing convertible unsecured subordinated debentures.
Subject to specified conditions, the corporation will have the right to repay the outstanding principal amount of the debentures, on maturity or redemption, through the issuance of shares. The corporation will also have the option to satisfy its obligation to pay interest through the issuance and sale of shares.
The debentures will be issued pursuant to a prospectus supplement that will be filed by no later than Oct. 8, 2025, with the securities regulatory authorities in all provinces of Canada under the corporation's short form base shelf prospectus dated July 29, 2024.
Access to the prospectus supplement, the shelf prospectus and any amendments to the documents is provided in accordance with securities legislation relating to procedures for providing access to a prospectus supplement, a base shelf prospectus and any amendment. The shelf prospectus is, and the prospectus supplement will be (within two business days of the date hereof), accessible on SEDAR+. An electronic or paper copy of the prospectus supplement, the shelf prospectus and any amendment to the documents may be obtained, without charge, from CIBC Capital Markets at 161 Bay St., fifth floor, Toronto, Ont., M5J 2S8, or by telephone at 1-416-956-6378 or by e-mail at [email protected] or from TD Securities Inc. at 1625 Tech Ave., Mississauga, Ont., L4W 5P5, attention: Symcor, NPM, or by telephone at 289-360-2009, or by e-mail at [email protected] by providing the contact with an e-mail address or address, as applicable.
About Firm Capital Mortgage Investment Corp.
The corporation, through its mortgage banker, Firm Capital Corp., is a non-bank lender providing residential and commercial short-term bridge and conventional real estate financing, including construction, mezzanine and equity investments. The corporation's investment objective is the preservation of shareholders equity, while providing shareholders with a stable stream of monthly dividends from investments. The corporation achieves its investment objectives through investments in selected niche markets that are underserviced by large lending institutions. Lending activities to date continue to develop a diversified mortgage portfolio, producing a stable return to shareholders. Full reports of the financial results of the corporation for the year are outlined in the unaudited consolidated financial statements and the related management's discussion and analysis of the corporation, available on the SEDAR+ website. In addition, supplemental information is available on the corporation's website.
We seek Safe Harbor.
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