Mattr Corp. (“Mattr”) (TSX: MATR) announced today that it has entered into an underwriting agreement to sell, pursuant to a private placement offering (the “Offering”), 125,000 debt subscription receipts (the “Subscription Receipts”) at a price of $1,018.75 per Subscription Receipt (yield to maturity of 6.735%), plus accrued but unpaid interest on the underlying Note (as defined below) from October 2, 2024 to, but excluding the closing of the Offering, for an aggregate issue price of $1,034 and gross proceeds to the Company of approximately $129.3 million. Each Subscription Receipt will entitle the holder thereof to receive, upon the satisfaction of certain conditions and without payment of additional consideration or further action, a newly authenticated 7.25% senior unsecured note of the Company due April 2, 2031, in a principal amount of $1,000 (collectively for all Subscription Receipts, the “Notes”). The Notes shall be issued as “Additional Notes” pursuant to the trust indenture dated April 2, 2024 between TSX Trust Company and the Company, as supplemented by a supplemental indenture, such that, following the issuance thereof, $300 million aggregate principal amount of 7.25% senior unsecured notes of the Company due April 2, 2031, will be outstanding.
Mattr intends to use the net proceeds of the Offering to pay a portion of the purchase price for the Company’s previously announced indirect acquisition (the “Acquisition”) of all of the issued and outstanding shares of AmerCable Incorporated. Mattr expects the closing of the Acquisition to occur in the first quarter of 2025.
“This Offering provides continued capital structure stability and converts a portion of the anticipated AmerCable funding to fixed rates once closing conditions have been met,” said Tom Holloway, Mattr’s CFO. “We are deeply appreciative of the support and confidence of all investors and are excited by the additional balance sheet optionality created to continue our long-term value creation strategies.”
The Subscription Receipts are being offered through TD Securities and National Bank Financial Markets.
The Subscription Receipts will be offered for sale in Canada to accredited investors on a private placement basis, in accordance with Canadian securities laws. The Subscription Receipts have not been registered under the U.S. Securities Act, or any state securities laws, and are being offered and sold in the United States to qualified institutional buyers only, pursuant to Rule 144A of the U.S. Securities Act. The Subscription Receipts may be sold outside of the United States in accordance with Rule 903 of Regulation S under the U.S. Securities Act. Subject to customary closing conditions, the Offering is expected to close on or about December 19, 2024.
