Dream Impact to seek holder OK for debenture amendments

Executive Summary

• Dream Impact Trust is holding a special meeting of unitholders on November 27, 2025, to approve amendments to its 5.50% convertible unsecured subordinated debentures due 2026.
• The primary material change is a significant reduction in the conversion price from $31.02 to $2.75 per unit, reflecting a ~59-62% premium to recent unit closing prices.
• The amendments also extend the maturity date by five years to July 31, 2031, increase the interest rate to 6.50%, and introduce a cash settlement option for conversions to mitigate dilution.

Key Details

• Meeting Logistics:
  • Date: November 27, 2025, at 2:00 p.m. Toronto time.
  • Location: Osler, Hoskin & Harcourt LLP, 100 King St. West, Suite 6300, Toronto, Ont.
  • Record Date: October 17, 2025.
  • Voting Threshold: Simple majority (50% + 1 vote) of votes cast.
• Debenture Amendment Terms:
  • Aggregate Principal: $30 million.
  • Conversion Price Change: Reduced from $31.02 per unit (originally $7.755) to $2.75 per unit.
  • Premium Context: The new price represents a 59% premium to the Oct 17, 2025 closing price and a 62% premium to the Sept 17, 2025 closing price.
  • Maturity Extension: Extended by five years from July 31, 2026, to July 31, 2031.
  • Interest Rate: Increased from 5.50% to 6.50%.
  • Cash Settlement Option: The Trust gains the right, at its sole option, to satisfy conversion requests in cash rather than issuing units, provided sufficient liquidity exists.
• Stakeholder Support:
  • Debenture Holders: Hamblin Watsa Investment Counsel Ltd. (HWIC), acting for beneficial holders who are controlled affiliates of Fairfax Financial Holdings Ltd., has agreed to consent to the amendments (requiring 66-2/3% approval).
  • Unitholder Support: A subsidiary of Dream Unlimited Corp., holding 6,852,681 units (37% of outstanding units), has agreed to vote in favor of the resolution.
• Strategic Rationale:
  • The amendments are part of efforts to address near-term debt maturities while advancing strategic initiatives, including growing multifamily assets and repositioning the business.

Notable Quotes

• "The board of trustees of the trust has determined that the amendments, including the conversion price amendment, are in the best interests of the trust and the unitholders, and has approved the amendments and unanimously recommend that unitholders vote for the amendment resolution approving the conversion price amendment."