Accord Announces Banking Facility Update and Amendments to Subordinated Debt

TORONTO--(BUSINESS WIRE)--Accord Financial Corp. (“Accord” or the “Company”) (TSX – ACD) today announced that it has extended its senior bank facility (the “Bank Facility”) to October 31, 2026. This extension, along with proposed five-year extensions to the Company’s outstanding debentures and $11 million principal amount of notes described below (collectively, the “Amendments”), will provide the Company with a solid framework to execute a refinancing of the Bank Facility and continue its focus on small business lending in Canada.

Throughout 2025 and into 2026, Accord made significant progress in simplifying the business and repaying its outstanding debt. By successfully exiting the US market, and through repayments of other non-core portfolio assets, the Bank Facility has been reduced from approximately $148 million as at December 31, 2025 to approximately $52 million today. Accord is now entirely focused on small business lending in Canada – one country, one target market, one team.

Mr. Simon Hitzig, President and Chief Executive Officer, commented, “With Accord now refocused on the Canadian market, we’re redoubling our efforts to restructure and/or refinance all the Company’s debt. The Amendments provide stability while we continue to execute our financing and strategic plan.”

Amendment to Bank Facility

On June 12, 2026, the Company amended its Bank Facility, extending the maturity date to October 31, 2026, and increasing the total commitment from $65 million to $70 million. The amendment also incorporates certain milestones relating to debt refinancing initiatives (including the completion of the Debenture Amendment and the amendment to the Hitzig Notes referred to below).

Amendment to the Unsecured Notes

The Company currently has $15.0 million of unsecured demand notes and unsecured term notes outstanding, excluding accrued interest (the “Notes”). The Company has reached an agreement in principle with Simon Hitzig and members of his family to amend the terms of the Notes held by the Hitzig family, representing principal outstanding of approximately $11.0 million (the “Hitzig Notes”). Subject to the completion of certain conditions, including the approval of the Debenture Amendment described below, the proposed amendments to the Hitzig Notes would provide:

• that if the Bank Facility is refinanced by December 31, 2026, the Hitzig Notes will be extended for five years to October 31, 2031, but if the Bank Facility is not refinanced by December 31, 2026, then the Hitzig Notes will mature on October 31, 2027;
• the interest rate on the Hitzig Notes will be reduced to 0.0% for the first two years, and thereafter will bear interest at 7.0% per annum;
• a reduction in seniority to make the Hitzig Notes rank pari passu with the Debentures; and
• that holders of the Hitzig Notes may, in certain circumstances and subject to any required regulatory approval and compliance with applicable law, exchange such Notes as part of a future equity offering by the Company.

“The changes to the Notes held by my family provide a solid foundation for the refinancing plan and demonstrate our confidence in the long-term success of Accord as a leader in small business lending in Canada,” commented Simon Hitzig, President and CEO of Accord.

Amendment to the Debentures

The Company also announced that it will seek the approval of the holders of its 12% unsecured subordinated debentures due July 31, 2026 to amend certain terms designed to support the Company’s refinancing efforts and strengthen its long-term capital structure.

The proposed amendments (the “Debenture Amendments”) would:

• extend the maturity date of the Debentures for an additional five years to October 31, 2031, provided that if the Bank Facility is not refinanced prior to December 31, 2026, the Debentures would instead mature on October 31, 2027;
• reduce the interest rate from 12% to 7% effective July 31, 2026 with the current accrued and unpaid interest as of July 31, 2026 (totalling $122.36 per $1,000 principal amount of Debentures) continuing to accrue. The Company would have the flexibility to pay interest in cash or continue to accrue interest on any interest payment date and currently expects that interest will be accrued rather than paid in cash during the first two years of the term following the amendment; and
• provide enhanced protection to Debentureholders in the event of a change of control of the Company occurring after December 31, 2026, through repayment of the Debentures at 103% of principal plus accrued and unpaid interest.

The Company’s board of directors established a special committee comprised solely of independent directors to review the proposed amendments and evaluate other financial restructuring alternatives available to the Company. After consultation with its financial advisor, FTI Capital Advisors – Canada LLC, and after receiving the unanimous recommendation of the special committee, the board of directors unanimously (with Mr. Hitzig abstaining from voting) determined that the Amendments are in the best interests of the Company. Accordingly, Accord’s board of directors unanimously recommends that Debentureholders vote IN FAVOUR of the Debenture Amendments.

In reaching its determination, the Board considered a number of factors, including that the Amendments:

1. provide the Company with additional time to strengthen its balance sheet and complete a broader recapitalization, with the objective of repaying the Notes and Debentures in full at a later date.
2. remove pending subordinated debt maturities, thereby supporting efforts to refinance the Company’s Bank Facility.
3. reduce debt service obligations and improve the Company’s financial flexibility during the refinancing process.
4. align the ranking of the Hitzig Notes with the Debentures by amending the Hitzig Notes to rank pari passu with the Debentures and reduce the interest paid on the Hitzig Notes to 0% for the first two years, whereas the Debentures will continue to accrue interest at 7.0% per annum throughout the extended term.
5. provide for the five-year extension only if the Bank Facility is successfully refinanced prior to December 31, 2026.
6. avoid a default that could arise if the Debentures come due before the Company has sufficient financial resources to repay them. Such default would trigger a Bank Facility default, which could lead to a court-supervised liquidation of the Company.

The Company’s President and CEO, Mr. Simon Hitzig, commented: “We have successfully reduced our outstanding debt, and the Amendments will put Accord in a better position to build the business, strengthen our balance sheet and fully recapitalize the Company over time. We sincerely appreciate Debentureholders’ continued support through this critical period.”

There can be no assurance that the Bank Facility will be successfully refinanced or further extensions to the Bank Facility will be made. As such, no undue reliance should be placed on any expectations as to the occurrence of any of the foregoing and any impact on the Company or its securityholders arising therefrom. In addition, should the Debenture Amendment not be completed, the Bank Facility will become immediately due and payable and there can be no assurance of the effect on the Debentureholders or the value of the Debentures as a result thereof.

Debentureholder Meeting

The Company has called a special meeting of the Debentureholders to be held on July 27, 2026 (the “Meeting”). The Debenture Amendments will only be effective if passed by an extraordinary resolution of the holders of at least 66⅔% of the principal amount of the Debentures present in person or by proxy at the Meeting and entitled to vote in respect of the Debenture Amendments. If approved, the Debenture Amendments will be reflected in a supplemental trust indenture between the Company and the Debenture Trustee with the expected effective date of July 31, 2026.

The Debentures trade on the TSX under the symbol “ACD.DB” on an “interest flat” basis and it is expected that they will continue to do so following the effective date of the Debenture Amendments. The Debenture Amendments are subject to the approval of the TSX.

Further particulars relating to the Meeting and the Debenture Amendments will be described in the management information circular relating to the Meeting, which will be available under the Company's profile on SEDAR+ at www.sedarplus.ca and which will be mailed to all Debentureholders.

About Accord Financial Corp.

Accord is one of Canada’s most dynamic commercial finance companies providing fast, versatile financing solutions including asset-based lending, factoring, inventory finance, equipment finance, and trade finance. By leveraging our unique combination of deep experience and independent thinking, we craft winning financial solutions for small and medium-sized businesses, simply delivered, so our clients can thrive.

Forward-Looking Statements

This news release contains certain "forward-looking statements" and certain "forward-looking information" as defined under applicable Canadian securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements, management's beliefs, expectations or intentions regarding the financial position of the Company and the ability of the Company to repay or refinance its outstanding debt obligations. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties including, but not limited to the risk that the Amendments will not be successfully completed for any reason, risks applicable to any debt instrument including that the Company may not be able to pay the interest and/or repay the principal amount outstanding under the Bank Facility, Debentures or Notes when due, risks that the Company’s refinancing plan, including refinancing the Bank Facility, may not be achievable on terms acceptable to the Company, or the holders of the Notes (other than the Hitzig Notes), or at all, risks that the Debenture Amendments will not be approved or that the Notes (other than the Hitzig Notes) will not be amended or settled on acceptable terms or at all and risks that the Company and its securityholders may not realize the anticipated benefits of the Amendments even if the Amendments are implemented. If the Bank Facility is not refinanced upon maturity, the Company may not be able to continue to finance its operations and operate as a going concern. See Accord's most recent annual information form and most recent management’s discussion and analysis of results of operations and financial condition for a detailed discussion of the risk factors affecting Accord. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.