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Note 18 - Redeemable Preferred Units

6 Months Ended

Jun. 30, 2025

Redeemable Preferred Shares [Policy Text Block]

18. Redeemable preferred units

Ting Fiber, LLC ("Ting") entered into a Series A Preferred Unit Purchase Agreement (the “Unit Purchase Agreement”) with Generate TF Holdings, LLC, a Delaware limited liability company (“Generate”) on August 8, 2022 (the "Effective Date"), and closed the transaction contemplated thereby on August 11, 2022 (the "Transaction Close") pursuant to which Ting issued and sold 10,000,000 units of its Series A Preferred Units to Generate at a cash purchase price of $6.00 per unit ("Initial Funding"). Under the Unit Purchase Agreement, after the Transaction Close until the third anniversary of the Effective Date (the "End Date") Ting will, upon the achievement of pre-determined operational and financial drawdown milestones issue and sell in subsequent fundings an aggregate of 23,333,333.34 units of additional Series A Preferred Units on the same terms and conditions as in the Initial Funding ("Milestone Fundings"). The investment provided Ting with $60 million of capital upon the Initial Funding, with an additional $140 million of capital commitments available to Ting over the subsequent three-year period if the milestones are achieved. From the Transaction Close until the earlier of (i) the End Date and (ii) the date upon which Generate has paid $140 million pursuant to Milestone Fundings, Ting is required to pay Generate a standby fee at a rate of 0.50% of any portion of the unpaid $140 million capital commitment which will be paid quarterly. The Series A Preferred Units accrue a preferred return to the holder at a rate of 15% per annum, subject to adjustments based on the value of approved projects under the Equity Capital Contribution Agreement (the “ECC Agreement”). The preferred return on the Series A Preferred Units purchased under the Unit Purchase Agreement may be adjusted down to a floor of 13% or up to a ceiling of 17% per annum based on commitment and contribution amounts under the ECC Agreement. The preferred return accrues daily, and is compounded quarterly. The preferred return accrued during the first two years is not payable unless and until the Series A Preferred Units are redeemed. The preferred return accrued after the second anniversary of the Transaction Close is payable by Ting quarterly. If Ting should redeem the Series A Preferred Units prior to the fourth anniversary of the Transaction Close, Ting is required to pay a make-whole premium, which is calculated as the cumulative and compounded preferred return that would have accrued (at the preferred return rate in effect immediately prior to such redemption) on the outstanding unreturned capital balance with respect to the Series A Preferred Units through and including the six-year anniversary of the Transaction Close had such Series A Preferred Unit not been redeemed, discounted at an agreed upon treasury rate plus 50 basis points, compounded quarterly (the "Make-Whole-Premium").

Ting's Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"), states that in the event that (i) Ting fails to pay the preferred return for two consecutive quarters, (ii) Ting fails to pay the redemption price in connection with any redemption of the Series A Preferred Units, (iii) Ting materially breaches its obligations under the LLC Agreement, (iv) there occurs an event of default (or similar term) under Tucows Inc.’s or its affiliates’ credit agreement, (v) there occurs material breach if not cured or otherwise remedied in accordance with the terms of any credit facility (taking into account any cure periods), by Ting or any of its Subsidiaries under any debt facilities where Ting or any of its Subsidiaries incurs indebtedness for borrowed money, or (vi) Ting breaches any covenant under the Unit Purchase Agreement, Generate has the option to either (i) convert Series A Preferred Units based on the Redemption Price into common units of Ting based on the then applicable conversion price; or (ii) compelling the sale of certain assets of Ting or its subsidiaries of equal value to the Redemption Price.

As permitted by the Unit Purchase Agreement, Ting has accrued the preferred return of $4.6 million due to Generate for the quarter ended June 30, 2025. Under the LLC Agreement, if the preferred return is not paid for two consecutive quarters, Generate may exercise the rights described in the Unit Purchase Agreement. The Unit Purchase Agreement defines the “Unsatisfied Preferred Return” as an amount (if any) equal to (i) the aggregate preferred return on such Series A Preferred Units up to and including the date that the Unsatisfied Preferred Return is calculated, reduced by (ii) the aggregate amount of all distributions made with respect to the Series A Preferred Units.

Under the terms of the LLC Agreement, Ting is mandatorily required to redeem the redeemable preferred units prior to the earliest of (i) a sale of Ting, (ii) a public offering, (iii) an event of default (or similar term) by Tucows Inc. or any of its affiliates under, (iv) a material breach if not cured or otherwise remedied in accordance with the terms of any credit facility (taking into account any cure periods), by Ting or any of its Subsidiaries under any debt facilities where Ting or any of its Subsidiaries incurs indebtedness for borrowed money, (v) Ting failed to pay the preferred return for two consecutive quarters, and (vi) the six-year anniversary of the Transaction Close. Due to the fact that the redeemable preferred units are mandatorily redeemable, the redeemable preferred units are classified as a liability in the accompanying consolidated balance sheets. The liability was initially recorded at fair value and subsequently recorded at the present value of the settlement amount, which includes the preferred return payments required until the instrument's expected maturity on the sixth anniversary of the Transaction Close, August 10, 2028 using the implicit rate of return of the instrument, 15%. Ting recorded NIL million of accretion expense on the redeemable preferred units for the three and six months ended June 30, 2025 as interest expense, net in the accompanying consolidated statements of operations and comprehensive loss. Ting recorded $4.4 million and $8.6 million of accretion expense on the redeemable preferred units for the three and six months ended June 30, 2024 as interest expense, net in the accompanying consolidated statements of operations and comprehensive loss.

Ting incurred $0.8 million of legal fees related to the redeemable preferred unit issuance, which have been reflected as a reduction to the carrying amount of the redeemable preferred unit balance and will be amortized to interest expense, net in the accompanying consolidated statements of operations and comprehensive loss over the expected six-year term instrument. During the three and six months ended June 30, 2025 and 2024, Ting recognized $0.1 million of interest expense in each period related to the amortization of legal fees associated with the issuance of redeemable preferred units.

As of June 30, 2025, the redeemable preferred units have an aggregate liquidation preference of $91.5 million, plus a Make-Whole Premium should redemption occur before the fourth anniversary of the Transaction Close and are senior to the Ting Fiber, LLC common units with respect to sale, dissolution, liquidation or winding up of the Ting Fiber, LLC.

The following table summarizes Ting's borrowings under the Unit Purchase Agreement (Dollar amounts in thousands of U.S. dollars):

	*June 30, 2025*			*December 31, 2024*

Opening Balance	$	122,556		$	111,899
Add: Accretion of redeemable preferred units⁽¹⁾		-			10,657
Redeemable preferred shares balance		122,556			122,556
Less: Deferred preferred financing costs		(344	)		(400	)
Total Redeemable preferred units	$	122,212		$	122,156

⁽¹⁾Ting capitalizes interest expenses directly attributable to the development of qualifying assets. Qualifying assets include internal use software (IUS), assets under construction (AUC), equipment, or other long-lived assets that meet the capitalization criteria prescribed by ASC 350. During the three and six months ended June 30, 2025 Ting capitalized $0.1 million and $0.1 million of interest expenses pertaining to the redeemable preferred units directly attributable to the development of certain AUC assets. During the three and six months ended June 30, 2024 Ting capitalized $0.3 million and $0.7 million of interest expenses pertaining to the redeemable preferred units directly attributable to the development of certain AUC assets.

The following table summarizes our scheduled repayments as of June 30, 2025 (Dollar amounts in thousands of U.S. dollars):

Remainder of 2025	$	14,145
2026		18,536
2027		18,638
2028		135,474
	$	186,793