Tiny Announces Bond Offering and Issuer Bid for Debentures
Executive Summary
- Tiny Ltd. has mandated Pareto Securities to arrange investor meetings for a proposed private placement of up to US$110 million of fixed‑rate senior secured bonds due 2031, with an optional tap issuance of another US$40 million.
- The company will use net proceeds to refinance its existing secured convertible debentures (due May 12 2030) and for general working capital, simplifying the balance sheet and extending debt maturities.
- An issuer bid is being launched to repurchase the outstanding debentures; holders tendering $1,000 principal will receive $1,181.73 cash, plus 12.5 Class A common share purchase warrants exercisable at $12 per share for five years.
Key Details
- Bond Offering:
- Up to US$110 million of fixed‑rate senior secured bonds due 2031.
- Optional tap issuance of up to US$40 million subject to an incurrence test.
-
Expected closing: Q1 2026, contingent on customary conditions and completion of the debenture repurchase.
-
Lead Managers & Syndicate:
- Global Lead Manager/Bookrunner – Pareto Securities AS.
- Joint Manager – ATB Cormark Capital Markets.
-
Additional syndicate members: Canaccord Genuity Corp., Roth Canada, Inc.
-
Issuer Bid (Offer) for Debentures:
- Target: Secured convertible debentures due May 12 2030 (principal amount outstanding).
- Consideration per $1,000 principal tendered:
- Cash: $1,181.73 plus accrued interest.
- Warrants: 12.5 Class A common share purchase warrants, each warrant for one share at $12.00 exercise price, exercisable for five years.
-
Offer conditional on receipt of at least two‑thirds of outstanding debentures and closing of the Bond Offering.
-
Support Agreements:
-
Debentureholders representing ≈45 % of total principal ($16.2 million) have entered into lock‑up/support agreements to tender their holdings.
-
Use of Proceeds:
- Primarily to refinance existing debt (including the debentures).
-
Remaining funds for general working capital, aiming to lower cost of capital and increase liquidity.
-
Advisors & Valuation:
- Financial advisor for the Offer – Canaccord Genuity Corp.
-
BDO Canada LLP prepared a valuation of the debentures and warrants per MI 61‑101.
-
Regulatory Notes:
- Securities not registered under U.S. securities laws; offering will be made on exemption basis in Canada.
Notable Quotes
(No direct CEO/President quotes were included in the release.)