NEW YORK, Dec. 10, 2024 (GLOBE NEWSWIRE) -- Madryn Asset Management, LP (“Madryn”) in its capacity as discretionary investment manager to Madryn Health Partners II, LP (“MHP II”), Madryn Health Partners II (Cayman Master), LP (“MHP II Cayman”) and Madryn Select Opportunities, LP (“MSO” and, together with MHP II and MHP II Cayman, the “Funds”) announces update to its holdings of common shares in the capital of Greenbrook TMS Inc. (the “Issuer”) (the “Common Shares”), including Common Shares issuable pursuant to common share conversion instruments issued in connection with a secured credit facility agreement between the Issuer and Madryn and its affiliates (the “Common Share Conversion Instruments”).
On August 11, 2024, the Issuer entered into an arrangement agreement (the “Arrangement Agreement”) with Neuronetics, Inc. (“Neuronetics”) pursuant to which Neuronetics agreed to acquire all of the issued and outstanding Common Shares (the “Arrangement”). Concurrently with the execution of the Arrangement Agreement, Madryn and its affiliates entered into a loan conversion agreement (the “TL Conversion Agreement”) with the Issuer, under which Madryn and its affiliates agreed to convert indebtedness owed by the Issuer to Madryn and its affiliates pursuant to a certain term loan (the “Term Loan”) and bridge loan (the “Bridge Loan”) into Common Shares prior to the effective time of the Arrangement.
On October 7, 2024, the date of the last early warning report filed by Madryn, Madryn had control or direction over 64,055,942 Common Shares (MHP II: 3,960,535; MHP II Cayman: 60,095,407) and 3,910,605 Common Shares issuable pursuant to Common Share Conversion Instruments (MHP II: 202,423; MHP II Cayman:3,071,480; MSO: 636,701), which represented approximately 31.73% of the issued and outstanding Common Shares as at October 3, 2024, on a partially diluted basis.
On December 9, 2024, prior to the effective time of the Arrangement, pursuant to the terms of the TL Conversion Agreement, Madryn and its affiliates converted $114,126,053.70, being the total amount outstanding pursuant to the Term Loan and $14,040,610.00, being the total amount outstanding pursuant to the Bridge Loan, into an aggregate of 2,309,453,605 Common Shares (MHP II: 126,789,962; MHP II Cayman: 1,923,856,272; MSO: 258,807,371). As a result of the loan conversion, Madryn had control or direction over 2,373,509,547 Common Shares (MHP II: 130,750,497; MHP II Cayman: 1,983,951,679; MSO: 258,807,371), which represented approximately 95.78% of the issued and outstanding Common Shares immediately prior to the Arrangement taking effect.
On December 9, 2024, the Issuer completed the Arrangement by way of plan of arrangement. In connection with the Arrangement, the Funds received 24,237,062 shares of common stock of Neuronetics (“Neuronetics Shares”) (MHP II: 1,335,157; MHP II Cayman: 20,259,097; MSO: 2,642,808) in exchange of the 2,373,509,547 Common Shares they held immediately prior to the Arrangement taking effect, representing an exchange ratio of one Common Share per 0.01021 of Neuronetics Share.
Following the Arrangement, the Funds no longer hold any Common Shares or Common Share Conversion Instruments.
Following the Arrangement, Madryn has control or direction over 24,237,062 Neuronetics Shares which represents approximately 43.58% of the issued and outstanding Neuronetics Shares as at December 9, 2024.
Madryn (on behalf of the Funds) disposed of the Common Shares and Common Share Conversion Instruments for investment purposes.
A copy of the early warning report to be filed under applicable securities laws will be available under the Issuer’s SEDAR+ profile at www.sedarplus.ca. and may be obtained upon request from Madryn at 330 Madison Avenue Floor 33, New York, United States NY 10017, from Matthew Girandola, Chief Compliance Officer, at (646) 560-5490 or mgirandola@madrynlp.com.
Contact:
Matthew Girandola
Chief Compliance Officer
(646) 560-5490
mgirandola@madrynlp.com
