FLINT to pay interest on Senior Secured Debentures in kind
07 June 2023 - 7:00AM
FLINT Corp. (“FLINT”) (TSX: FLNT) is pleased to announce that Canso
Investment Counsel Ltd., in its capacity as portfolio manager for
and on behalf of certain accounts that it manages ("Canso"), and
sole holder of its 8% senior secured debentures due March 23,
2026 (the “Senior Secured Debentures”), has agreed to
(i) accept the issuance of Senior Secured Debentures on
June 30, 2023 with a principal amount of $4,812,494 in order
to satisfy the interest that would otherwise become due and payable
on such date (the “Payment in Kind Transaction”) and (ii) amend the
trust indenture governing the Senior Secured Debentures, to among
other things, establish a mechanism by which FLINT may request, and
the holder of the Senior Secured Debentures may approve (at their
sole discretion), the payment of interest owing on the Senior
Secured Debentures on future interest payment dates in kind (the
“Indenture Amendment”).
The Payment in Kind Transaction will save FLINT
$4,812,494 in cash, thereby preserving this capital for its ongoing
operations and improving its financial situation. In addition, the
Payment in Kind Transaction will assist FLINT to maintain
compliance with the covenants under its asset-based revolving
credit facility. Following the Payment in Kind Transaction, the
principal amount of Senior Secured Debentures outstanding will be
approximately $125.1 million at June 30, 2023.
As Canso currently holds approximately 16% of
FLINT's outstanding common shares, approximately 99.8% of the
outstanding Series 1 preferred shares, 100% of the outstanding
series 2 preferred shares and 100% of the outstanding Senior
Secured Debentures, it is deemed an “insider” and "related party"
of FLINT and the Payment in Kind Transaction and the Indenture
Amendment constitute a “related party transaction” under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). For
the Payment in Kind Transaction, FLINT is relying on the financial
hardship exemption from the formal valuation and minority approval
requirements of MI 61-101. For the Indenture Amendment, FLINT
is relying on the financial hardship exemption from the minority
approval requirement of MI 61-101.
About FLINT Corp.
With a legacy of excellence and experience
stretching back more than 100 years, FLINT provides solutions for
the Energy and Industrial markets including: Oil & Gas,
Petrochemical, Mining, Power, Agriculture, Forestry, Infrastructure
and Water Treatment. With offices strategically located across
Canada and a dedicated workforce, we provide maintenance,
turnaround, construction, wear technology and environmental
services that keep our clients moving forward. For more information
about FLINT, please visit www.flintcorp.com or contact:
Barry CardChief
Executive OfficerFLINT Corp.(587) 318-0997bcard@flintcorp.com |
Murray
DesrosiersInterim Chief Financial OfficerFLINT Corp.(587)
318-0997mdesrosiers@flintcorp.com |
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Advisory Regarding Forward-Looking
Information
Certain information included in this press
release may constitute “forward-looking information” within the
meaning of Canadian securities laws. In some cases, forward-looking
information can be identified by terminology such as “may”, “will”,
“should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”,
“predict”, “potential”, “continue” or the negative of these terms
or other similar expressions concerning matters that are not
historical facts. Specifically, this press release contains
forward-looking information relating to: our business plans,
strategies and objectives, including the ability to preserve access
to capital as a result of the Payment in Kind Transaction; the
amount of interest on the Senior Secured Debentures to be paid in
kind; the number of the Senior Secured Debentures to be issued; and
the principal amount of the Senior Secured Debentures outstanding
at June 30, 2023.
Forward-looking information involves significant
risks and uncertainties. A number of factors could cause actual
events or results to differ materially from the events and results
discussed in the forward-looking information including, but not
limited to, compliance with debt covenants, access to credit
facilities and other sources of capital for working capital
requirements and capital expenditure needs, availability of labour,
dependence on key personnel, economic conditions, commodity prices,
interest rates, future actions by governmental authorities in
response to Covid-19 or another pandemic, regulatory change,
weather and risks related to the integration of acquired
businesses. These factors should not be considered exhaustive.
Risks and uncertainties about FLINT’s business are more fully
discussed in FLINT’s disclosure materials, including its annual
information form and management’s discussion and analysis of the
operating and financial results, filed with the securities
regulatory authorities in Canada and available at www.sedar.com. In
formulating the forward-looking information, management has assumed
that business and economic conditions affecting FLINT will continue
substantially in the ordinary course, including, without
limitation, with respect to general levels of economic activity,
regulations, taxes and interest rates. Although the forward-looking
information is based on what management of FLINT consider to be
reasonable assumptions based on information currently available to
it, there can be no assurance that actual events or results will be
consistent with this forward-looking information, and management’s
assumptions may prove to be incorrect.
This forward-looking information is made as of
the date of this press release, and FLINT does not assume any
obligation to update or revise it to reflect new events or
circumstances except as required by law. Undue reliance should not
be placed on forward-looking information. Forward-looking
information is provided for the purpose of providing information
about management's current expectations and plans relating to the
future. Readers are cautioned that such information may not be
appropriate for other purposes. The forward-looking information
contained in this press release is expressly qualified by this
cautionary statement.
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