Welcome!

News Feed Item

Terra Firma Capital Corporation Announces Refinancing of Convertible Debentures

TORONTO, ONTARIO -- (Marketwired) -- 05/29/14 -- All amounts are stated in Canadian dollars.

Terra Firma Capital Corporation (TSX VENTURE: TII) ("Terra Firma" or the "Company"), a real estate finance company, is pleased to announce that it is refinancing up to 100% of its existing convertible unsecured subordinated debentures in the aggregate principal amount of $10.15 million and maturing on September 27, 2014 (the "2011 Debentures").

The 2011 Debentures will be refinanced by the Company issuing new convertible unsecured subordinated debentures (the "New Debentures"). The Company may purchase the 2011 Debentures for cancellation, with holders of the 2011 Debentures using the proceeds to then subscribe for New Debentures. The New Debentures will bear interest at an annual rate of 7%, payable quarterly, and mature in 36 months (the "Maturity date") from the date of issuance. At any time up to the Maturity date, the New Debentures will be convertible, in whole or in part, at the option of the holder into common shares of the Company (the "Common Share") at a price of $0.72 per Common Share.

To date, holders of 2011 Debentures with aggregate principal amount of approximately $6.0 million have agreed to subscribe for the New Debentures and the Company is in the process of finalizing the balance. Certain directors and officers of the Company, holding $800,000 principal amount of 2011 Debentures, have agreed to subscribe for the New Debentures.

Given the participation of the Insider Holders, the proposed refinancing constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). Terra Firma has relied on an exemption to both the formal valuation and the minority shareholder approval requirements of MI 61-101, as neither the fair market value of the New Debentures to be distributed to, nor the fair market value of the consideration to be received by Terra Firma from, the Insider Holders in connection with the proposed refinancing exceeds 25% of Terra Firma's market capitalization.

The proposed refinancing is anticipated to close prior to September 27, 2014 and is subject to certain terms and conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSXV. The New Debentures issuable under the Offering and the Common Shares issuable upon conversion are subject to a four-month hold period pursuant to applicable securities laws an the rules of the TSXV. There is currently no market for the 2011 Debentures and Terra Firma does not intend or undertake to list the New Debentures on any public market or exchange.

About Terra Firma

Terra Firma is a full service, publicly traded real estate finance company that provides customized equity and debt solutions to the real estate industry. Our focus is to arrange and provide financing with flexible terms to property owners looking to improve or add to their existing real estate assets but who may be limited by conventional bank financing, as well as to invest in quality commercial and residential developments by proven real estate developers. Terra Firma offers a full spectrum of real estate financing under the guidance of strict corporate governance, clarity and transparency. For further information please visit Terra Firma's website at www.tfcc.ca.

The TSXV has neither approved nor disapproved the contents of this press release. The TSXV does not accept responsibility for the adequacy or accuracy of this press release.

This Press Release contains forward-looking statements with respect matters concerning the business, operations, strategy and financial performance of Terra Firma. These statements generally can be identified by use of forward looking word such as "may", "will", "expects", "estimates", "anticipates", "intends", "believe" or "could" or the negative thereof or similar variations. The future business, operations and performance of Terra Firma could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements are based on a number of assumptions which may prove to be incorrect. Additional, important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, local real estate conditions, competition, changes in government regulation, dependence on tenants' financial conditions, interest rates, the availability of equity and debt financing, environmental and tax related matters, and reliance on key personnel. There can be no assurances that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The cautionary statements qualify all forward-looking statements attributable to Terra Firma and persons acting on its behalf. Unless otherwise stated, all forward looking statements speak only as of the date of this Press Release and Terra Firma has no obligation to update such statements except as required by law.

Contacts:
Terra Firma Capital Corporation
Y. Dov Meyer
President and Chief Executive Officer
416.792.4709
[email protected]
www.tfcc.ca

Spinnaker Capital Markets Inc.
Ali Mahdavi
Managing Partner
416.962.3300
[email protected]

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
With the proliferation of both SQL and NoSQL databases, organizations can now target specific fit-for-purpose database tools for their different application needs regarding scalability, ease of use, ACID support, etc. Platform as a Service offerings make this even easier now, enabling developers to roll out their own database infrastructure in minutes with minimal management overhead. However, this same amount of flexibility also comes with the challenges of picking the right tool, on the right ...
What are the new priorities for the connected business? First: businesses need to think differently about the types of connections they will need to make – these span well beyond the traditional app to app into more modern forms of integration including SaaS integrations, mobile integrations, APIs, device integration and Big Data integration. It’s important these are unified together vs. doing them all piecemeal. Second, these types of connections need to be simple to design, adapt and configure...
In his session at 21st Cloud Expo, Raju Shreewastava, founder of Big Data Trunk, provided a fun and simple way to introduce Machine Leaning to anyone and everyone. He solved a machine learning problem and demonstrated an easy way to be able to do machine learning without even coding. Raju Shreewastava is the founder of Big Data Trunk (www.BigDataTrunk.com), a Big Data Training and consulting firm with offices in the United States. He previously led the data warehouse/business intelligence and Bi...
Andi Mann, Chief Technology Advocate at Splunk, is an accomplished digital business executive with extensive global expertise as a strategist, technologist, innovator, marketer, and communicator. For over 30 years across five continents, he has built success with Fortune 500 corporations, vendors, governments, and as a leading research analyst and consultant.
Adding public cloud resources to an existing application can be a daunting process. The tools that you currently use to manage the software and hardware outside the cloud aren’t always the best tools to efficiently grow into the cloud. All of the major configuration management tools have cloud orchestration plugins that can be leveraged, but there are also cloud-native tools that can dramatically improve the efficiency of managing your application lifecycle. In his session at 18th Cloud Expo, ...
Organizations planning enterprise data center consolidation and modernization projects are faced with a challenging, costly reality. Requirements to deploy modern, cloud-native applications simultaneously with traditional client/server applications are almost impossible to achieve with hardware-centric enterprise infrastructure. Compute and network infrastructure are fast moving down a software-defined path, but storage has been a laggard. Until now.
Serveless Architectures brings the ability to independently scale, deploy and heal based on workloads and move away from monolithic designs. From the front-end, middle-ware and back-end layers, serverless workloads potentially have a larger security risk surface due to the many moving pieces. This talk will focus on key areas to consider for securing end to end, from dev to prod. We will discuss patterns for end to end TLS, session management, scaling to absorb attacks and mitigation techniques.
Contextual Analytics of various threat data provides a deeper understanding of a given threat and enables identification of unknown threat vectors. In his session at @ThingsExpo, David Dufour, Head of Security Architecture, IoT, Webroot, Inc., discussed how through the use of Big Data analytics and deep data correlation across different threat types, it is possible to gain a better understanding of where, how and to what level of danger a malicious actor poses to an organization, and to determin...
Let’s face it, embracing new storage technologies, capabilities and upgrading to new hardware often adds complexity and increases costs. In his session at 18th Cloud Expo, Seth Oxenhorn, Vice President of Business Development & Alliances at FalconStor, discussed how a truly heterogeneous software-defined storage approach can add value to legacy platforms and heterogeneous environments. The result reduces complexity, significantly lowers cost, and provides IT organizations with improved efficienc...
CI/CD is conceptually straightforward, yet often technically intricate to implement since it requires time and opportunities to develop intimate understanding on not only DevOps processes and operations, but likely product integrations with multiple platforms. This session intends to bridge the gap by offering an intense learning experience while witnessing the processes and operations to build from zero to a simple, yet functional CI/CD pipeline integrated with Jenkins, Github, Docker and Azure...
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
Fact: storage performance problems have only gotten more complicated, as applications not only have become largely virtualized, but also have moved to cloud-based infrastructures. Storage performance in virtualized environments isn’t just about IOPS anymore. Instead, you need to guarantee performance for individual VMs, helping applications maintain performance as the number of VMs continues to go up in real time. In his session at Cloud Expo, Dhiraj Sehgal, Product and Marketing at Tintri, sha...
Containers, microservices and DevOps are all the rage lately. You can read about how great they are and how they’ll change your life and the industry everywhere. So naturally when we started a new company and were deciding how to architect our app, we went with microservices, containers and DevOps. About now you’re expecting a story of how everything went so smoothly, we’re now pushing out code ten times a day, but the reality is quite different.
"We do one of the best file systems in the world. We learned how to deal with Big Data many years ago and we implemented this knowledge into our software," explained Jakub Ratajczak, Business Development Manager at MooseFS, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
Traditional IT, great for stable systems of record, is struggling to cope with newer, agile systems of engagement requirements coming straight from the business. In his session at 18th Cloud Expo, William Morrish, General Manager of Product Sales at Interoute, will outline ways of exploiting new architectures to enable both systems and building them to support your existing platforms, with an eye for the future. Technologies such as Docker and the hyper-convergence of computing, networking and...