16:05 | 29.11.2013
Royal Host Inc. Announces Proposal to Amend the Terms of Its Series C Debentures Due September 30, 2018 and Its Principal Trust Indenture Dated February 21, 2002
HALIFAX, NOVA SCOTIA–(Marketwired – Nov. 29, 2013) – Royal Host Inc. (the “Company”) (TSX:RYL) (TSX:RYL.DB.D)(TSX:RYL.DB.C) (TSX:RYL.DB.B) announced today that it will seek the approval of holders of its Series C 7.50% convertible unsecured subordinated debentures due September 30, 2018 (the “Series C Debentures”) to amend certain terms of such Series C Debentures at a serial meeting of the debenture holders (the “Series C Debentureholders”) to be held on January 6, 2014 (the “Series C Debentureholder Meeting”). In addition, the Company will seek the approval of holders of all its debentures (the “Debentures”) to amend certain terms of the Trust Indenture dated February 21, 2002 (as amended and supplemented, the “Initial Indenture”) at a meeting of all the debenture holders (the “Debentureholders”) also to be held on January 6, 2014 (the “Debentureholder Meeting”).
The proposed amendments to the Series C Debentures consist of removing the provisions related to a change of control of the Company, whereby the Series C Debentureholders, upon a change of control, have the right to require the Company to purchase such holder’s Series C Debentures at a price equal to 101% of the principal amount (the “Series C Debenture Amendments”). This is consistent with amendments recently approved by holders of the Series B and Series D convertible unsecured subordinated debentures.
The proposed amendments to the Initial Indenture, among other things, consolidate the eight previous supplemental indentures and make certain amendments of a housekeeping and clarifying nature (the “Initial Debenture Amendments”).
The Board of Directors and management of the Company believe the Series C Debenture Amendments and the Initial Debenture Amendments are in the best interests of the Company as they enhance the Company’s strategy of preserving asset value while maintaining flexibility in pursuing long-term value creation for the benefit of all its security holders.
The Series C Debenture Amendments will be effective if the resolution is passed by the affirmative vote of holders of at least 66 2/3% of the principal amount of the Series C Debentures voting at the meeting, whether in person or by proxy. The Initial Debenture Amendments will be effective if the resolution is passed by the affirmative vote of holders of at least 66 2/3% of the principal amount of the Debentures voting together at the meeting, whether in person or by proxy.
If approved, the Series C Debenture Amendments and the Initial Debenture Amendments will take the form of, and be effective on the signing of, an Amended and Restated Trust Indenture by the Company and Computershare Trust Company of Canada.
The Series C Debentureholder Meeting and the Debentureholder Meeting are scheduled to be held at 10:00 a.m. and 10:30 a.m. respectively (Atlantic Standard Time) on January 6, 2014 at the offices of the Company at 1809 Barrington Street, Suite 1108, Halifax, Nova Scotia, B3J 3K8.
Series C Debentureholders and Debentureholders may vote by internet, by telephone or by contacting their brokers or investment advisors on or before 10:00 a.m. and 10:30 a.m. respectively (Atlantic Standard Time) on January 3, 2014. Detailed voting instructions are set out in the joint management information circular. Series C Debentureholders and Debentureholders of record at the close of business on December 2, 2013 will be entitled to vote at the Series C Debentureholder Meeting and the Debentureholder Meeting respectively.
The Toronto Stock Exchange (the “TSX”) has conditionally approved the listing of the amended debentures, which, subject to regulatory approval, will trade on the TSX under the symbols “RYL.DB.B”, “RYL.DB.C”, and “RYL.DB.D”.
For further particulars see “Benefits of the Debenture Amendments and Recommendation of the Board” in the joint management information circular of the Company dated November 29, 2013, which will be available under the Company’s profile on SEDAR at www.sedar.com and which will be mailed to Debentureholders in the coming days.
As of the close of business on November 28, 2013 there are $23,757,000 Series B debentures outstanding, $40,661,000 Series C Debentures outstanding, and $29,142,000 Series D debentures outstanding.
Forward Looking Statements
This press release may contain certain forward-looking statements relating, but not limited to, the
Company’s operations, anticipated financial performance, business prospects, and strategies. Forward- looking information typically contains statements with words such as “anticipate”, “does not anticipate”, “believe”, “estimate”, “forecast”, “intend”, “expect”, “does not expect”, “could”, “may”, “would”, “will”, “should”, “budgeted”, “plan” or other similar terms and expressions suggesting future outcomes. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from further results expressed, projected or implied by such forward-looking statements. Readers are therefore cautioned that the Company’s expectations, estimates and assumptions, although considered reasonable, may prove to be incorrect and readers should not place undue reliance on forward-looking statements.
Forward-looking statements contained herein are not guarantees of future performance and involve certain risks, uncertainties and other factors that are difficult to predict, and could result in the outcome of such events being materially different from those set out in this news release, including, in particular, the terms, timing and success of any debenture amendments and the refinancing or conversion risk associated with the maturity of the debentures. The Company has no intention and undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances, unanticipated events or circumstances, or should its estimates or assumptions change, after the date hereof, except as expressly required by law.
About Royal Host Inc.
Royal Host Inc. is a diversified hospitality company. Royal Host currently owns 19 hotels with 2,611 rooms across Canada. Royal Host also owns and operates the Travelodge Canada franchise business which is currently comprised of over 90 hotels across Canada. Royal Host’s common shares and convertible debentures are traded on the Toronto Stock Exchange under the trading symbols “RYL”, “RYL.DB.B”, “RYL.DB.C” and “RYL.DB.D” respectively.
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