TF Timbercreek Financial Corp

Timbercreek Financial Corp. (TSX: TF) (“Timbercreek” or the “Company”) today announced that it has entered into an agreement with a syndicate of underwriters led by National Bank Financial Inc. and TD Securities Inc. pursuant to which the underwriters will purchase $40 million aggregate principal amount of 7.50% convertible unsecured subordinated debentures of the Company due June 30, 2029 (the “Debentures”) at a price of $1,000 per Debenture (the “Offering”). The Company has also granted to the underwriters an over-allotment option to purchase up to an additional $6 million aggregate principal amount of Debentures at the same price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering. If the over-allotment option is exercised in full, the gross proceeds of the offering will total $46 million.

The Company intends to use the net proceeds of the Offering to repay amounts owing under its secured revolving credit facility and to subsequently draw on the credit facility for the purpose of redeeming its 5.30% convertible unsecured subordinated debentures due June 30, 2024 (the “2017 Debentures”), as well as for general corporate purposes. The Debentures will mature on June 30, 2029 and will accrue interest at the rate of 7.50% per annum payable semi-annually in arrears on June 30 and December 31 of each year, commencing December 31, 2024. At the holder’s option, the Debentures may be converted into common shares of the Company at any time prior to the close of business on the earlier of the business day immediately preceding the maturity date and the business day immediately preceding the date (if any) fixed for redemption of the Debentures. The conversion price will be $8.50 for each common share, subject to adjustment in certain circumstances. The Debentures will not be redeemable before June 30, 2027. On and after June 30, 2027, the Debentures will be redeemable, in whole or in part, from time to time at the Company’s option at par plus accrued and unpaid interest. The Company will provide not more than 60 nor less than 30 days’ prior notice of redemption of the Debentures. The Offering is expected to close on or about May 28, 2024 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX.

A prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated March 5, 2024 (the “Shelf Prospectus”) will be filed by no later than May 23, 2024 with the securities regulatory authorities in all provinces and territories of Canada and will be available on SEDAR+ at www.sedarplus.ca. The securities being offered have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of, a U.S. person, except where an exemption from registration is available. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.

Delivery of the Shelf Prospectus, the Prospectus Supplement, and any amendments to the documents will be satisfied in accordance with the “access equals delivery” provisions of applicable securities legislation. The Shelf Prospectus is, and the Prospectus Supplement will be (within two business days), accessible on SEDAR+ at www.sedarplus.ca.

An electronic or paper copy of the Shelf Prospectus, the Prospectus Supplement (when filed), and any amendment to the documents may be obtained, without charge, from National Bank Financial Inc. by phone at (416) 869-8414 or by e-mail at NBF-Syndication@bnc.ca by providing National Bank Financial Inc. with an email address or address, as applicable, or from TD Securities Inc. by phone at (289) 360-2009 or by email at sdcconfirms@td.com by providing TD Securities Inc. with an email address or address, as applicable. The Shelf Prospectus and Prospectus Supplement contain important, detailed information about the Company and the proposed Offering. Prospective investors should read the Shelf Prospectus and Prospectus Supplement (when filed) before making an investment decision.

The Company also announces that it has issued a notice of redemption to holders of the 2017 Debentures, representing a redemption in full of all of the currently outstanding 2017 Debentures. The Debentures will be redeemed on June 21, 2024 (the “Redemption Date”) in accordance with their terms. The 2017 Debentures will be redeemed at a redemption price of $1,000 plus accrued and unpaid interest of $25.052309 up to but excluding the Redemption Date, both per $1,000 principal amount of 2017 Debentures. As of the close of trading on May 17, 2024, the aggregate principal amount of the 2017 Debentures outstanding was $45,000,000.

About Timbercreek Financial

Timbercreek Financial is a leading non-bank, commercial real estate lender providing shorter-duration, structured financing solutions to commercial real estate investors. Our sophisticated, service-oriented approach allows us to meet the needs of borrowers, including faster execution and more flexible terms that are not typically provided by Canadian financial institutions. By employing thorough underwriting, active management and strong governance, we are able to meet these needs while targeting strong risk-adjusted returns for investors.

Disclaimers

This news release contains forward-looking statements within the meaning of that phrase under Canadian securities laws, including, but not limited to, anticipated sales of the Debentures, the proposed use of proceeds from the Offering, the anticipated date on which the Prospectus Supplement will be filed, the anticipated closing date of the Offering and the anticipated redemption of the 2017 Debentures. When used in this news release, the words “may”, “would”, “should”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect”, “objective” and similar expressions may be used to identify forward looking statements. By their nature, forward looking statements reflect the Company’s current views, beliefs, assumptions and intentions and are subject to certain risks and uncertainties, known and unknown, including, without limitation, those risks disclosed in the Company's public filings. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by these forward looking statements. The Company does not intend to nor assumes any obligation to update these forward looking statements whether as a result of new information, plans, events or otherwise, unless required by law.

CONTACT:Timbercreek Financial Corp.Tracy JohnstonChief Financial Officertjohnston@timbercreek.comwww.timbercreekfinancial.com