Blackberry 2014 Annual Report Download - page 62

54
The Company authorized for issuance the class A common shares when the Company was a private company to permit
employees to participate in equity ownership. Class A common shares previously issued by the Company to such employees
were converted on a one-for-one basis into common shares in December 1996. At this time, the Company has no plans to issue
further class A common shares.
Preferred Shares
The holders of preferred shares are not entitled to receive notice of, or to attend or vote at, any meeting of the Company’s
shareholders, except as provided by applicable law. Preferred shares may be issued in one or more series and, with respect to
the payment of dividends and the distribution of assets in the event that the Company is liquidated, dissolved or wound-up,
rank prior to the common shares and the class A common shares. The Board has the authority to issue series of preferred shares
and determine the price, number, designation, rights, privileges, restrictions and conditions, including dividend rights, of each
series without any further vote or action by shareholders. The holders of preferred shares do not have pre-emptive rights to
subscribe to any issue of the Company’s securities. At this time there are no preferred shares outstanding and the Company has
no plans to issue any preferred shares.
Convertible Debentures
The following is a summary of the material attributes and characteristics of the Debentures. This summary does not purport to be
complete and is subject to, and qualified in its entirety by, the terms of the Indenture (as defined below). Reference is made to the
Indenture, which has been filed on SEDAR at www.sedar.com and with the SEC at www.sec.gov, for complete descriptions of
the Debentures.
General
The Debentures are direct, unsecured debt obligations of the Company and are issued under an indenture (the “Trust Indenture”)
dated as of November 13, 2013 between the Company, as issuer, BlackBerry Corporation, BlackBerry UK Limited, BlackBerry
Finance, LLC and BlackBerry Singapore Pte. Limited, as guarantors (collectively, the “Guarantors”) and Computershare Trust
Company of Canada, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of December 12, 2013
between the same parties (the “Supplemental Indenture”, and together with the Trust Indenture, the “Indenture”). The Debentures
are limited in the aggregate principal amount of $1,250,000,000. $1,000,000,000 aggregate principal amount of Debentures were
issued on November 13, 2013, with an additional $250,000,000 aggregate principal amount of Debentures being issued on
January 16, 2014, upon the exercise of the additional purchase option granted to Fairfax. See “General Development of the Business
- Fiscal 2014”. The Debentures have been issued in book entry form as global debentures, in denominations of $1,000 and integral
multiples thereof.
The Debentures have a maturity date of November 13, 2020 (the “Maturity Date”), subject to the prior conversion, redemption
or payment thereof as provided by the Indenture.
Each of the Guarantors has separately guaranteed the payment of principal premium (if any) and interest and other amounts due
under the Debentures, and the performance of all other obligations of the Company under the Indenture (the “Guarantees”). Other
significant subsidiaries of the Company may be required to provide such Guarantees where they satisfy certain financial tests.
Interest
The Debentures bear interest at a rate of 6% per annum, payable in equal quarterly instalments in arrears on the last day of February,
May, August and November of each year. If an Event of Default (as defined below) has occurred and is continuing, the Debentures
will bear interest at a rate of 10% per annum during the period of the default.
Subordination
The Debentures rank pari passu with one another, in accordance with their tenor without discrimination, preference or priority
and, subject to statutory preferred exceptions, shall rank equally with all other present and future unsubordinated unsecured
Indebtedness (as defined below) of the Company, other than the Specified Senior Indebtedness (as defined below) of the Company
and the Guarantors. No payments shall be made on account of the Debentures during any default of payment when due of any
principal, interest or other amount owing with respect to Specified Senior Indebtedness, unless such Specified Senior Indebtedness
shall first have been paid in full or provided for. The Trustee, on behalf of the holders of Debentures (the “Holders”), may from
time to time enter into subordination agreements with Senior Creditors (as defined below) to reflect the relative priorities of the
Holders and such Senior Creditors.
Conversion Privilege
Each Holder shall have the right at its option to convert each $1,000 principal amount of its Debentures into common shares at
any time prior to the third business day prior to the Maturity Date. Common shares will be issued based on a conversion price of
Table of Contents