Tiny arranges $110-million (U.S.) bond offering

Executive Summary

• Tiny Ltd. has mandated Pareto Securities to arrange a private placement of up to $110 million (U.S.) in fixed-rate senior secured callable bonds due 2031, with an additional $40 million tap option.
• Concurrently, Tiny is launching an issuer bid to repurchase its outstanding secured convertible debentures due May 2030, aiming to refinance existing debt, simplify the balance sheet, and lower the cost of capital.
• The bond offering and debenture repurchase are conditional on each other, with closing expected in Q1 2026.

Key Details

• Bond Offering Structure:
  • Type: Private placement of fixed-rate senior secured callable bonds.
  • Maturity: Due 2031.
  • Size: Up to $110 million (U.S.) principal amount.
  • Tap Issue: Permission to issue up to an additional $40 million (U.S.) subject to an incurrence test.
  • Lead Manager: Pareto Securities AS (Global Lead Manager and Bookrunner).
  • Joint Manager: ATB Cormark Capital Markets.
  • Syndicate: Includes Canaccord Genuity Corp. and Roth Canada Inc.
  • Closing: Expected Q1 2026, subject to customary conditions.
• Use of Proceeds:
  • Refinancing existing debt, including the debentures.
  • General working capital purposes.
  • Strategic goals: Simplify balance sheet, lower cost of capital, extend debt maturity profile, and provide additional liquidity.
• Issuer Bid for Debentures:
  • Target: Issued and outstanding secured convertible debentures due May 12, 2030.
  • Financial Adviser: Canaccord Genuity.
  • Consideration per $1,000 Principal:
    • Cash: $1,181.73 plus accrued interest.
    • Warrants: 12.5 Class A common share purchase warrants.
  • Warrant Terms:
    • Exercise Price: $12.00 per share.
    • Duration: Five years from issuance.
    • Right: To acquire one Class A common share per warrant.
  • Conditions:
    • Minimum tender: At least two-thirds of outstanding debentures.
    • Contingent upon the closing of the bond offering.
• Support Agreements:
  • Debentureholders holding $16,216,000 principal amount (approx. 45% of outstanding debentures) have entered into support and lock-up agreements to tender their debentures.
• Valuation:
  • BDO Canada LLP prepared a formal valuation of the fair market value of the debentures and warrants in accordance with Multilateral Instrument 61-101.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.