Mr. Gregg Ruhl reports
ALGOMA CENTRAL CORPORATION ANNOUNCES CLOSING OF CONVERTIBLE DEBENTURE FINANCING
Algoma Central Corp. has closed its previously announced offering of $70-million aggregate principal amount of 6.20 per cent convertible unsecured subordinated debentures at a price of $1,000 per debenture. The offering was conducted on a bought-deal basis pursuant to the terms and conditions of an underwriting agreement among Algoma and CIBC World Markets Inc., Scotia Capital Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., Desjardins Securities Inc., National Bank Financial Inc., TD Securities Inc., Canaccord Genuity Corp., Raymond James Ltd., ATB Capital Markets Corp. and Paradigm Capital Inc. Algoma has also granted the underwriters an overallotment option to purchase up to an additional $10.5-million aggregate principal amount of debentures at the same price exercisable in whole or in part at any time for a period of 30 days following closing.
The public offering was completed pursuant to a short-form prospectus of Algoma dated Oct. 30, 2026, filed with the securities commissions in each of the provinces of Canada. A copy of the prospectus is available on Algoma's SEDAR+ profile.
The debentures will trade on the Toronto Stock Exchange under the symbol ALC.DB.B.
The debentures will mature on Dec. 31, 2031, and will bear interest at an annual rate of 6.20 per cent payable semi-annually on June 30 and Dec. 31 of each year, commencing June 30, 2027. At the holder's option, the debentures may be converted into common shares of Algoma at any time prior to the close of business on the earlier of Dec. 31, 2031, and the business day immediately preceding the date specified by Algoma for redemption of the debentures. The conversion price will be $46.95 per share, subject to adjustment in certain circumstances.
The debentures will not be redeemable before Dec. 31, 2029. On and after Dec. 31, 2029, and prior to Dec. 31, 2030, the debentures may be redeemed in whole or in part from time to time at Algoma's option, at par plus accrued and unpaid interest, provided that the volume weighted average trading price of the shares on the TSX during the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of the redemption is given is not less than 125 per cent of the conversion price. On and after Dec. 31, 2030, and prior to the maturity date, Algoma may, at its option, redeem the debentures, in whole or in part, from time to time at par plus accrued and unpaid interest.
Algoma is also pleased to announce the concurrent closing, on a non-brokered private placement basis, of the previously announced issuance of $20-million aggregate principal amount of debentures to E-L Financial Corporation on the same terms as the public offering. The securities issued pursuant to the concurrent private placement are subject to a statutory hold period of four months and one day from the date of closing.
E-L's participation in the concurrent private placement, as an insider of Algoma, and the participation of certain directors and officers in the public offering, each constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. Algoma has relied on the exemption from the formal valuation requirements contained under section 5.5(a) of MI 61-101 and the exemption from the minority shareholder approval requirements contained in section 5.7(1)(a), as neither the fair market value of the debentures to be issued to E-L under the concurrent private placement or the consideration to be paid by such insider will exceed 25 per cent of Algoma's market capitalization.
Algoma intends to use the net proceeds of the public offering and concurrent private placement, after deducting underwriters' fees and expenses of Algoma, to finance "newbuild" investment, mergers and acquisitions, and for general corporate purposes.
About Algoma Central Corp.
Algoma Central is a global provider of marine transportation, owning and operating dry and liquid bulk carriers that serve critical industries throughout the Great Lakes-St. Lawrence region and internationally.
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