All terms and conditions of the Exchange Offer and Consent Solicitation remain unamended as set forth in the Exchange Offer and Consent Solicitation Statement.
As of 5:00 p.m. (Toronto time) on October 27, 2021 (the “Early Tender Time“), $196,920,000 aggregate principal amount of Existing Notes had been properly tendered to the Exchange Offer (representing approximately 98.5% of the aggregate principal amount of Existing Notes outstanding), and not validly withdrawn. By tendering Existing Notes to the Exchange Offer, holders of Existing Notes are deemed to have validly provided their consent to the Proposed Amendments.
The withdrawal deadline of 5:00 p.m. (Toronto time) on October 27, 2021 for the Exchange Offer (the “Withdrawal Deadline“) has passed and was not extended by Vesta. Accordingly, previously tendered Existing Notes and Existing Notes tendered on or after the Withdrawal Deadline may not be validly withdrawn, subject to limited exceptions described in the Exchange Offer and Consent Solicitation Statement.
As valid consents sufficient to effect the Proposed Amendments (as defined in the Exchange Offer and Consent Solicitation Statement) to the trust indenture dated July 24, 2018 (the “Existing Indenture”) governing the Existing Notes have been received, Vesta expects to execute with the trustee thereunder a supplemental indenture to the Existing Indenture giving effect to the Proposed Amendments immediately prior to the consummation of the Exchange Offer on the Settlement Date (as defined below), subject to the satisfaction of the conditions to the Exchange Offer. Vesta expects that the conditions to the Exchange Offer will be satisfied as of the Settlement Date.
The Exchange Offer and Consent Solicitation will expire at 7:00 p.m. (Toronto time) on November 12, 2021, unless extended or earlier terminated by Vesta in its sole discretion (such time and date, as may be extended, the “Expiration Time“). If their Existing Notes are exchanged under the Exchange Offer, Eligible Holders (as defined below) who properly tendered, and did not validly withdraw, Existing Notes at or prior to the Early Tender Time will receive on or about November 16, 2021 (such date, as may be extended, the “Settlement Date“) an equivalent aggregate principal amount of New Notes, and Eligible Holders who properly tender, and do not validly withdraw, Existing Notes after the Early Tender Time, but prior to the Expiration Time, will receive on the Settlement Date $950 principal amount of New Notes per $1,000 principal amount of Existing Notes, plus, in each case, accrued and unpaid interest, if any, in cash on their Existing Notes from the last interest payment date to, but not including, the Settlement Date. Eligible Holders of Existing Notes properly tendered to the Exchange Offer, and not validly withdrawn, will not be entitled to receive any interest on the Existing Notes accruing after the Settlement Date.
Completion of the Exchange Offer is conditional on the satisfaction of certain conditions, including that Eligible Holders holding greater than 50% of the aggregate principal amount of Existing Notes outstanding shall have tendered their Existing Notes to the Exchange Offer and, following completion of the Exchange Offer and Consent Solicitation, Vesta shall have, in its sole discretion, sufficient liquidity to carry on its business as it intends to conduct it and that the requisite consent to the Proposed Amendments is received. The Exchange Offer is also conditional on the extension, on or prior to the Settlement Date, of the maturity date of Vesta’s senior secured revolving syndicated credit facilities to May 1, 2023 or later, which condition may not be waived by Vesta. Vesta has the right to amend and/or extend the Exchange Offer and Consent Solicitation for any reason at any time on or prior to the Settlement Date, and to terminate or withdraw the Exchange Offer and Consent Solicitation for any reason at any time on or prior to the Settlement Date, including if any of the conditions described in the Exchange Offer and Consent Solicitation Statement are not satisfied, or not anticipated to be satisfied, on or prior to the Settlement Date.
A copy of the Exchange Offer and Consent Solicitation Statement, together with the appendices thereto, has been posted to the online portal for holders of Existing Notes. In order to participate in the Exchange Offer, Eligible Holders are required to complete, execute and deliver to the Exchange Agent an eligibility confirmation, in the form attached as Appendix “D” to the Exchange Offer and Consent Solicitation Statement. Eligible Holders who have questions or require further information about the Exchange Offer and Consent Solicitation are encouraged to contact RBC Dominion Securities Inc. at 1-416-842-6311 or 1-877-381-2099 (Toll Free) or by email to liability.management@rbccm.com or Computershare Investor Services, the exchange agent for the Exchange Offer and Consent Solicitation, at 1-800-564-6253 (Canada and U.S.) or 1-514-982-7555 (Outside North America) or by e-mail to corporateactions@computershare.com. Eligible Holders are urged to read the Exchange Offer and Consent Solicitation Statement in its entirety and consult with their own investment, legal, tax and other advisors as needed to assist in making a decision to participate in the Exchange Offer and Consent Solicitation and to advise whether their participation in the Exchange Offer and investment in the New Notes is legally permitted.
The Exchange Offer is being made, and the New Notes are being offered and sold, to “accredited investors” in each of the provinces of Canada on a private placement basis in accordance with National Instrument 45-106 – Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), as applicable, without the filing of a prospectus. The Exchange Offer is being made, and the New Notes are being offered and sold, only to “qualified institutional buyers” (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“)) in the United States in reliance on an exemption from the registration requirements of the U.S. Securities Act, as amended, and applicable state securities laws and to certain non-U.S. persons in reliance on Regulation S. Only the holders of Existing Notes who have certified to Vesta that they are eligible to participate in the Exchange Offer and Consent Solicitation pursuant to either of the foregoing circumstances (the “Eligible Holders“) may participate in the Exchange Offer and Consent Solicitation. In order to participate in the Exchange Offer, Eligible Holders are required to complete, execute and deliver to Computershare Investor Services Inc., the exchange agent for the Exchange Offer and Consent Solicitation, a letter certifying their eligibility to participate in the Exchange Offer, a copy of which is appended to the Exchange Offer and Consent Solicitation Statement and otherwise available from RBC Dominion Securities Inc. and National Bank Financial Inc., the dealer managers for the Exchange Offer and Consent Solicitation.
This press release does not constitute an offer to exchange Existing Notes for New Notes, and there shall not be any exchange of Existing Notes for New Notes, in any jurisdiction in which such exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The New Notes have not been, and will not be, registered or qualified under the U.S. Securities Act, Canadian securities laws or the securities laws of any other jurisdiction. The New Notes may not be offered or sold within the United States except to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act in reliance on one or more exemptions from the registration requirement under the U.S. Securities Act or in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The New Notes may not be offered or sold within Canada except to “accredited investors” as defined in National Instrument 45-106 – Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), as applicable, in reliance on one or more exemptions from the prospectus requirements under Canadian securities laws.
[/expand]