Quarterhill Inc. Announces $50 Million Bought Deal Public Offering of Convertible Debentures

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TORONTO, Oct. 20, 2021 (GLOBE NEWSWIRE) -- Quarterhill Inc. ("Quarterhill" or the "Company") (TSX: QTRH) is pleased to announce that it has entered into a $50 million bought-deal financing (the "Convertible Debenture Financing") of convertible unsecured subordinated debentures (the "Debentures") with a syndicate of underwriters (the "Underwriters") led by Raymond James Ltd. The Debentures will have a coupon of 6.0% per annum, and a conversion price of $3.80 per Quarterhill common share (a "Common Share"), subject to adjustments in certain circumstances. The Company has granted the Underwriters an over-allotment option to purchase up to an additional $7.5 million aggregate principal amount of Debentures on the same terms, exercisable in whole or in part at any time up to the 30th day following the closing of the Convertible Debenture Financing. The Debentures will mature on October 30, 2026 (the “Maturity Date”).

The net proceeds from the Convertible Debenture Financing will be used to support growth of Quarterhill through potential acquisitions and to provide additional working capital to support the continued operations of the Company’s business.

Except in certain circumstances involving a “Change of Control”, the Debentures will not be redeemable at the option of the Company before October 31, 2024. On or after October 31, 2024 and prior to October 31, 2025, the Debentures may be redeemed in whole or in part at the option of the Company on not more than 60 days’ and not less than 30 days’ prior notice at a price equal to the principal amount thereof plus accrued and unpaid interest, provided that the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange for the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of redemption is given is not less than 125% of the conversion price. On or after October 31, 2025 and prior to the Maturity Date, the Debentures may be redeemed in whole or in part at the option of the Company on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount plus accrued and unpaid interest.