BLACKBERRY Ltd (BB): debt financing — BlackBerry repays $365M 2020 debentures, issues $150M new convertible notes to Fairfax at 1.75%

BLACKBERRY Ltd

Repaid $365M principal of 1.75% unsecured convertible debentures due Nov 13, 2023; none converted.
Issued $150M aggregate principal of new 1.75% extendible convertible debentures to Fairfax affiliates on private placement.
New debentures mature Feb 15, 2024 (extendable to May 15, 2024), convertible at $6.00/share, ~64.8% premium to Nov 10 close.
Fairfax, beneficially owning ~8% of BlackBerry shares, will hold up to 11.8% if fully converted; Prem Watsa recused from board vote.
Subsidiaries BlackBerry Corporation and BlackBerry UK Limited guarantee the new debentures on a senior unsecured basis.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

BLACKBERRY Ltd incurred convertible notes of $150 million aggregate principal amount with controlled affiliates of Fairfax Financial Holdings Limited at 1.75% per annum maturing February 15, 2024 (the Initial Maturity Date), with an option to extend to May 15, 2024.

Instrument: convertible notes
Principal: $150 million aggregate principal amount
Counterparty: controlled affiliates of Fairfax Financial Holdings Limited
Rate: 1.75% per annum
Maturity: February 15, 2024 (the Initial Maturity Date), with an option to extend to May 15, 2024
Event: incurrence

Exact text from the filing

on November 17, 2023, the Company issued $150 million aggregate principal amount of its 1.75% extendible convertible unsecured debentures (the "Extension Debentures") to the Purchasers on a private placement basis

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BLACKBERRY Ltd entered into Subscription Agreement with certain controlled affiliates of Fairfax Financial Holdings Limited valued at $150 million aggregate principal amount of its 1.75% extendible convertible unsecured debentures (effective 2023-11-13).

Action: entry
Agreement: notes offering
Counterparty: certain controlled affiliates of Fairfax Financial Holdings Limited
Value: $150 million aggregate principal amount of its 1.75% extendible convertible unsecured debentures
Effective: 2023-11-13

Exact text from the filing

On November 13, 2023, BlackBerry Limited (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with certain controlled affiliates of Fairfax Financial Holdings Limited, as purchasers (the “Purchasers”), pursuant to which, on November 17, 2023, the Company issued $150 million aggregate principal amount of its 1.75% extendible convertible unsecured debentures (the “Extension Debentures”) to the Purchasers on a private placement basis.

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BLACKBERRY Ltd filing history →

Source: SEC EDGAR

accession 0001070235-23-000148

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