Pinetree Capital Ltd. Announces Forbearance Agreement With Convertible Debenture Holders
February 13, 2015
TORONTO, Canada (February 13, 2015) Pinetree Capital Ltd. (TSX: PNP; PNP.DB) announces that it has entered into a forbearance agreement (the “Forbearance Agreement”) with Equity Financial Trust Company, as trustee on behalf of the holders (the “Debentureholders”) of the Company’s 10% convertible unsecured subordinated debentures due May 31, 2016 (the “Debentures”), in connection with the “Event of Default” currently existing under the debenture indenture governing the Debentures (the “Indenture”). The Event of Default resulted from Pinetree’s breach effective October 31, 2014 of the covenant in the Indenture that prohibits its debt-to-assets ratio from exceeding 33% as at the end of each month (the “Covenant”).
Pursuant to the terms of the Forbearance Agreement, until October 31, 2015, the Debentureholders will refrain from exercising any rights or remedies that they may have under the Indenture or otherwise in respect of the Event of Default and any subsequent default of the Covenant, unless a breach of the Forbearance Agreement occurs.
In accordance with the Forbearance Agreement, among other things:
- the Company’s obligations in respect of the Debentures are now secured by its assets and the assets of its material subsidiaries;
- Jonathan Pollack, John Varghese and Andrew Steuter, as nominees of the Debentureholders, have been appointed as directors to the Company’s board, and Messieurs Varghese and Steuter have been appointed as the members of the Company’s newly-constituted investment oversight committee;
- by July 31, 2015, the Company will reduce the aggregate principal amount of the outstanding Debentures by at least $20 million; and
- for the three-month period of July through September 2015, the Company will be subject to a covenant that limits its debt-to-assets ratio to 50%.
In accordance with the terms of the Indenture, holders of in excess of 66 2/3% principal amount of the Debentures passed extraordinary resolutions (in writing) authorizing the trustee to enter into the Forbearance Agreement and related agreements, including a third supplemental indenture amending the Indenture.
Marshall Auerback and Roger Rai have resigned from the Company’s board of directors in order to make way for the Debentureholder nominees.
Sheldon Inwentash, the Company’s Chairman and Chief Executive Officer has retired. Mr. Inwentash has led the Company since its inception in 1992, through periods of incredible growth and challenging times. The board of directors extends its appreciation for his innumerable contributions and 23 years of dedicated service to Pinetree.
Richard Patricio, the Company’s Vice-President, Corporate & Legal Affairs, has assumed the responsibilities of CEO. Mr. Patricio has been with Pinetree since 2005 as a key member of management and the investment team.
In addition to his management role, Mr. Patricio sits on the boards and subcommittees of several public companies, where he is a well-respected and trusted advisor to senior management, known for his practical approach to problem solving and as a consensus builder.
“We are pleased that the debt holders are supportive of our business and committed to working with us to move the Company forward, for the benefit of all stakeholders”, commented Mr. Patricio. “We were able to reach an agreement relatively quickly with the debenture holders, with minimal disruption to our operations. With everyone now focused on a common goal, we can dedicate our energy to managing the portfolio and pursuing opportunities.”
Pinetree Capital Ltd. ("Pinetree") was incorporated under the laws of the Province of Ontario and its shares are publicly-traded on the Toronto Stock Exchange (“TSX”) under the symbol “PNP”. Pinetree is a diversified investment and merchant banking firm focused on the small cap market. Pinetree’s investments are primarily in the following sectors: Precious Metals, Uranium and Technology. Pinetree’s investment approach is to develop a macro view of a sector, build a position consistent with the view by identifying micro-cap opportunities within that sector, and devise an exit strategy designed to maximize our relative return in light of changing fundamentals and opportunities. Pinetree is recognized as a value added partner.
|Gerry Feldman, CPA, CA.||Richard Patricio, LL.B.|
|CFO & Vice President, Corporate Development||Chief Executive Officer|
|Pinetree Capital Ltd.||Pinetree Capital Ltd.|
|Phone: 416-643-3884||130 King Street West, Suite 2500|
|Email: firstname.lastname@example.org||Toronto, Ontario, Canada, M5X 2A2|
NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain information contained in this press release constitutes forward-looking information, which is information relating to possible events, conditions or results of operations of the Company, which are based on assumptions about future economic conditions and courses of action and which are inherently uncertain. All information other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as “seek”, “anticipate”, “budget”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “target”, “intend”, “could”, “might”, “should”, “believe”, and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release includes, but is not limited to, statements with respect to the reduction of the Company’s outstanding debt.
Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. We believe that the expectations reflected in the forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct. Some of the risks and other factors which could cause results to differ materially from those expressed in forward-looking information contained in this press release include, but are not limited to the Company’s ability to reduce its outstanding debt will be dependent upon some factors outside of the Company’s control, including the ability to generate capital to fund Debenture purchases and the willingness of Debenture holders, in some cases, to sell their Debentures and at prices acceptable to the Company.
Although we have attempted to identify important factors that could cause actual events or results to differ materially from those described in forward-looking information, there may be other factors that cause events or results to differ from those intended, anticipated or estimated. Readers are cautioned that the foregoing list of risks and factors is not exhaustive. The forward-looking information contained in this press release is provided as at the date of this press release, based upon the opinions and estimates of management and information available to management as at the date of this press release, and we undertake no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information contained in this press release.
All of the forward-looking information contained in this press release is expressly qualified by this cautionary statement.