Together the two elements address approximately $12.5 million of corporate notes, including approximately $11.3 million, or approximately 54%, of the $21.1 million of unsecured corporate and convertible notes that the Company disclosed as maturing within twelve months in its most recent periodic report.
"Our noteholders funded growth capital in Caliber's early days and assisted the Company to grow its direct ownership of its underlying funds and real estate assets, grow Managed Assets year after year, and finance corporate operations," said Chris Loeffler, Chief Executive Officer of Caliber. "We are grateful for their capital and their trust in Caliber, and for their engagement through this process. At the program's conclusion we expect to have all corporate notes repaid or refinanced into long-dated maturities, which we believe will strengthen the Company overall, match maturities to the underlying use of capital, and make Caliber more attractive as a real estate asset manager."
New amortizing note - 5 years with 6% interest
Approximately $2.9 million of note principal was exchanged for new five-year notes bearing interest at 6.0% per annum and amortizing monthly in principal and interest. The weighted average interest rate on the exchanged notes was approximately 11.5%. Over the five-year term, the new notes are scheduled to pay approximately $0.46 million of interest, compared with approximately $1.7 million had the prior notes remained outstanding at their contract rates over the same period, a 73% reduction over five years.
The exchange into amortizing notes does not reduce indebtedness at closing. Principal indebtedness will be reduced on a scheduled path retiring it in full over five years. By amortizing the notes, Caliber reduced the associated note interest rate by approximately 48%, lowering interest expense on that principal by approximately $.16 million in the first year. It also raises scheduled cash debt service on that principal to approximately $0.5 million a year. Caliber accepted the higher cash requirement in exchange for the reduced interest rate and a defined path to strengthening Caliber's balance sheet.
The notes being restructured primarily funded long-dated investments held by the Company. Replacing obligations that mature within twelve months with five-year amortizing notes, perpetual preferred equity and payoffs funded from asset-level realizations aligns the Company's obligations with the horizon of the assets that capital was invested in.
Convertible preferred stock
Approximately $0.6 million of note principal was converted into shares of the Company's Series AAA Convertible Preferred Stock. The Series AAA is a perpetual preferred stock instrument which carries a 12% annual, non-cumulative dividend payable quarterly, at the Company's option, in cash or in shares of Class A common stock and is convertible into Class A common stock in three tranches at $2.50, $3.50 and $4.50 per share.
The Series AAA is treated as equity on the Company’s balance sheet because it is perpetual and carries no mandatory redemption date. The conversion reduces the Company's debt by approximately $0.6 million, increases equity by the same amount, and removes approximately $71,000 of annual interest expense, replacing a mandatory cash interest obligation with a non-cumulative dividend the Company may elect to pay in shares rather than cash.
Together, the refinancing and the conversion remove approximately $0.2 million of annual interest expense.
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