Core Viewpoint - Optiva Inc. has entered into a Support Agreement with holders of approximately 85% of its outstanding 9.75% senior secured PIK toggle notes, allowing for a 45-day grace period to negotiate a Potential Transaction [1][2]. Group 1: Support Agreement and Grace Period - The Support Agreement provides a 45-day grace period for Optiva's special committee to negotiate with Noteholders and potential merger partners [2]. - During this grace period, Noteholders have agreed to forbear from exercising their rights related to any payment default on the Notes due July 20, 2025 [2]. Group 2: Financial Position and Operations - Optiva has approximately $12 million in cash as of July 13, 2025, ensuring business continuity and the ability to meet financial commitments [3]. - The company will continue to operate normally, fulfilling commitments to customers, employees, and suppliers during this period [10]. Group 3: Potential Transaction Details - The Potential Transaction involves exchanging the outstanding principal amount of the Notes and accrued interest for a combination of shares and new notes, along with a merger with a strategic third party [4][10]. - Common shareholders of Optiva are expected to receive nominal consideration for their shares in connection with the Potential Transaction [4][10]. Group 4: Repayment and Financial Obligations - The repayment of approximately $108.6 million in principal and $5.2 million in accrued interest due on July 20, 2025, will be addressed as part of the Potential Transaction if reached within the grace period [5]. Group 5: Regulatory and Approval Requirements - Completion of any Potential Transaction will require approval from Optiva's securityholders, court approvals if structured as a plan of arrangement, Toronto Stock Exchange approval, and necessary regulatory approvals [7].
Optiva Inc. enters into Support Agreement with Holders of Approximately 85% of Outstanding Senior Secured Notes to Provide 45-Day Period to Continue Negotiations with Noteholders and Third Parties regarding a Potential Transaction