Greenbrook TMS Inc. (NASDAQ:GBNH) (“Greenbrook” or the “Company“) today announced that it has entered into the twentieth amendment (the “Amendment“) to the Company’s credit facility (the “Credit Facility“) with affiliates of Madryn Asset Management, LP (“Madryn“). As part of the Amendment, the Company secured an additional $2,500,000 in senior secured term loans from Madryn under the Credit Facility (the “New Loan“). After giving effect to the New Loan, the Company has an aggregate amount of approximately $72 million outstanding under the Credit Facility (collectively, the “Loans“).
The Amendment also provides Madryn with the option to convert up to approximately US$227,273 of the outstanding principal amount of the New Loan into common shares of the Company (“Common Shares“) at a conversion price per share equal to US$1.90 (the “Conversion Price“), subject to customary anti-dilution adjustments (the “Conversion Instrument“). This conversion feature corresponds to the conversion provisions for the Loans previously issued under the Credit Facility, which provide Madryn with the option to convert a portion of the outstanding principal amount of the Loans into Common Shares at the Conversion Price. After giving effect to the issuance of the Conversion Instrument, Madryn has the option to convert up to an aggregate of approximately US$6.6 million of the outstanding principal amount of the Loans into Common Shares at the Conversion Price.
The proceeds of the New Loan are expected to be used by the Company for general corporate and working capital purposes. The Company is also currently considering additional near-term financing options to address its future liquidity needs.
MI 61-101 Disclosure
Madryn is an insider of the Company. Accordingly, the foregoing transactions are considered “related party transactions” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company’s market capitalization. Additionally, the Company is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company’s market capitalization.
