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Magnetar Announces Closing of Acquisition of Class a Series 4 Convertible Preferred Shares of Invesque Inc.

EVANSTON, IL , Aug. 27, 2019 /CNW/ - Magnetar Financial LLC ("Magnetar") today announced the closing of a previously announced issuance of Class A Series 4 convertible preferred shares ("Series 4 Preferred Shares") by Invesque Inc. (formerly Mainstreet Health Investments Inc.) ("Invesque") to the Magnetar Funds (as defined below) (the "Private Placement"), resulting in the issuance of 1,538,461 Series 4 Preferred Shares at a price of US$9.4575 per Series 4 Preferred Share (representing approximately C$12.5473 ), for an aggregate purchase price and gross proceeds to the Company of US$14,549,994.91 (representing approximately C$19,303,478.24 ), pursuant to subscription agreements entered into between the Company and each of Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar Structured Credit Fund LP, Magnetar Constellation Master Fund V Ltd and Magnetar Constellation Fund II, Ltd (collectively, the "Magnetar Funds") on July 23, 2019 .

The Series 4 Preferred Shares are non-voting and are initially convertible into common shares of Invesque ("Common Shares") on a one-for-one basis at the option of the holder based on an initial liquidation preference of US$9.75 and a conversion price of US$9.75 . The other terms of the Series 4 Preferred Shares will be substantially similar to the terms of Invesque's Class A Convertible Preferred Shares ("Preferred Shares") that are currently outstanding and are described in Invesque's Annual Information Form filed on SEDAR at www.sedar.com, except that (i) the liquidation preference of the Series 4 Preferred Shares will accrue at a rate of 9.80% for the first 24 months following the issuance of the Series 4 Preferred Shares and 12.25% thereafter, (ii) the prepayment penalty on liquidation, mandatory conversion and redemption will be 1% if the applicable event occurs within the first six months after issuance of the Series 4 Preferred Shares and 0.5% if the applicable event occurs between 6 months and one year following the issuance of the Series 4 Preferred Shares, and (iii) the Series 4 Preferred Shares will contain a limitation on converting the Series 4 Preferred Shares, without prior approval of the Toronto Stock Exchange, if such conversion would result in the issuance of Shares equal to or exceeding 10% of the Shares outstanding on the date the Series 4 Preferred Shares are issued. Accordingly, as of the time of closing of the Private Placement, a maximum of 5,411,373 Shares, representing 10% of the Shares outstanding as of June 30, 2019 , will be issuable upon conversion of the Series 4 Preferred Shares.

Immediately prior to the closing of the Private Placement, Magnetar, together with the Magnetar Funds and other Magnetar funds in respect of which Magnetar Financial LLC is the investment manager ("Other Magnetar Funds"), owned and exercised control over (i) 13,720,327 Common Shares, representing approximately 25.28% of the outstanding Common Shares, and (ii) 7,560,137 Preferred Shares (2,802,009 Series 1 Preferred Shares, 3,172,086 Series 2 Preferred Shares and 1,586,042 Series 3 Preferred Shares), representing all of the outstanding Preferred Shares of all series as of such time. Immediately prior to the closing of the Private Placement, assuming the voluntary conversion of all of such 7,560,137 Preferred Shares and taking into account the liquidation preference accretion, Magnetar, together with the Magnetar Funds and Other Magnetar Funds, would have owned and would have had control over an aggregate of 21,976,841 Common Shares, representing approximately 35.14% of the outstanding Common Shares. The 1,538,461 Series 4 Preferred Shares comprising the Private Placement represent approximately 16.91% of the outstanding Preferred Shares and all of the outstanding Series 4 Preferred Shares.

Immediately following the closing of the Private Placement, Magnetar and the Magnetar Funds and Other Magnetar Funds own and exercise control over (i) 13,720,327 Common Shares, representing approximately 25.28% of the outstanding Common Shares, and (ii) 9,098,598 Preferred Shares (2,802,009 Series 1 Preferred Shares, 3,172,086 Series 2 Preferred Shares, 1,586,042 Series 3 Preferred Shares and 1,538,461 Series 4 Preferred Shares), representing all of the outstanding Preferred Shares of all series as of such time. Immediately following the closing of the Private Placement, assuming the voluntary conversion of all of such 9,098,598 Preferred Shares and taking into account the liquidation preference accretion, Magnetar, together with the Magnetar Funds and Other Magnetar Funds, would own and have control over an aggregate of 23,515,302 Common Shares, representing approximately 36.70% of the outstanding Common Shares.

The Series 4 Preferred Shares were acquired for investment purposes, and in the future, Magnetar and the Magnetar Funds may discuss with management and/or the board of directors of Invesque business transactions and other opportunities and may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of Invesque, in such manner as they deem advisable, depending on market and other conditions.

An early warning report will be filed by Magnetar in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from Magnetar upon request at the telephone number below. Invesque's registered office is located at 700 W Georgia Street, 25th Floor, Vancouver, British Columbia V7Y 1B3 and its head office is located at 333 Bay Street, Suite 3400, Toronto, Ontario , M5H 2S7. The address of each of the Magnetar Funds is c/o Magnetar Financial LLC, 1603 Orrington Avenue, Suite 1300, Evanston IL 60201 USA.

SOURCE Magnetar Financial LLC


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