SunOpta Closes Initial US$30 Million Preferred Equity Financing - Seite 2
Both the Series B-1 and B-2 Preferred (if issued) will initially pay a cumulative dividend of 8% per year that may be paid-in-kind or cash at the Company's option. At the end of the Company’s third quarter in 2029, the dividend will increase from 8% per year to 10% and will be payable only in cash. As part of the transaction, the Company has committed to nominating a designee of Engaged to serve on the Company’s Board, subject to certain conditions. Engaged has the right to nominate one director candidate to the Company’s Board. Oaktree continues to have the right to nominate two director candidates to the Company’s Board.
Oaktree and Engaged will be entitled to vote the Series B Preferred with the common shares on an as-exchanged basis, subject to a permanent 19.99% voting cap. As a result of the voting cap, each of Oaktree and Engaged will only be able to vote its Series B Preferred to the extent that, when taken together with any other voting securities it controls, such votes do not exceed 19.99% of the votes eligible to be cast by all security holders of the Company. Each of Oaktree and Engaged is also be subject to a permanent exchange cap which will limit the number of common shares issuable to it on its exchange of the Series B Preferred to the extent such investor’s beneficial ownership following such exchange would exceed 19.99% of the voting securities of the Company then outstanding. In addition, Oaktree and Engaged have agreed to protective covenants relating to a change of control of the Company. The covenants prohibit joint action between Oaktree and Engaged, and locking up (in the case of Engaged) or locking up or tendering (in the case of Oaktree) to a change of control transaction that has not been approved by a majority of the independent members of the Board. Oaktree and Engaged are also prohibited from any disposition that results in the acquirer beneficially owning more than 19.99% of the Company’s then outstanding common shares, subject to specified exceptions. Immediately after closing, and disregarding the effect of the exchange and voting caps on an as-exchanged basis, Oaktree would own approximately 24.6% of the then-outstanding common shares and Engaged would own approximately 15.6% of the then-outstanding common shares.