05:45:26 EDT Tue 16 Apr 2024
Enter Symbol
or Name
USA
CA



Callidus Capital Corp
Symbol CBL
Shares Issued 51,227,920
Close 2015-04-24 C$ 15.27
Market Cap C$ 782,250,338
Recent Sedar Documents

Callidus investor Catalyst provides fund term details

2015-04-27 09:25 ET - News Release

Mr. David Reese reports

CALLIDUS CAPITAL CORPORATION RECEIVES CLARITY ON CATALYST FUNDS II, III AND IV TIMELINES, PROVIDES UPDATE ON CATALYST FUND V PARTICIPATION AND APPLIES FOR NORMAL COURSE ISSUER BID

Callidus Capital Corp. has been advised by the Catalyst Capital Group Inc., the manager of the Catalyst funds, that in light of the substantial portfolio of assets that will continue to be held by Catalyst Fund II, that its current term is being extended to at least June 30, 2016, and that further extensions may be required in order to effect an orderly disposal of Catalyst Fund II assets. As well, Callidus has been advised that, subject to further rights of extension, the term of Catalyst Fund III will expire in December, 2019, and the term of Catalyst Fund IV will expire in June, 2022.

Callidus has previously disclosed that the original term of Catalyst Fund II (together with a parallel fund) had been extended to April, 2015, and that further extensions might be granted. Catalyst Fund II is the holder of 1,849,057 Callidus common shares, plus other shares representing a carried interest entitlement of Catalyst Capital Group, and its affiliates and associates, that are subject to an escrow arrangement as disclosed at the time of the initial public offering and held for the long-term benefit of Catalyst Capital Group, and its affiliates and associates.

Callidus has also previously disclosed that Catalyst Fund III is the holder of 18,277,595 common shares and Catalyst Fund IV is the holder of 7,989,900 common shares.

Fund V participation

Catalyst Capital Group recently announced the first closing of its most recent fund, Catalyst Fund LP V, with $650-million (U.S.) of capital commitments. Catalyst Fund V is targeting aggregate commitments of $1.25-billion (U.S.) with a hard cap of $1.5-billion (U.S.).

In accordance with the terms of the participation agreement entered into in connection with Callidus's initial public offering, Catalyst Fund V is now entitled to participate in the financing of new loans originated by Callidus, thereby providing the corporation with access to additional funds to finance the expansion of its loan portfolio at cost. Pursuant to the terms of the participation agreement, in the event that the corporation determines that additional financing is required to finance expansion in the loan portfolio, Catalyst Fund V will be entitled to finance a portion of the expansion, in accordance with a formula set out in the participation agreement which is based on the available capital of each of Callidus and Catalyst Fund V. By financing a portion of the growth, Catalyst Fund V will acquire a participation interest in the new loan portfolio, and will assume all of the risks and rewards associated with that participation interest. The portion of the new loan portfolio owned by Catalyst Fund V will be derecognized from Callidus's balance sheet for the purposes of IFRS (international financial reporting standards) to the extent of Catalyst Fund V's interest therein.

Callidus will also have the right to acquire Catalyst Fund V's interest in the loan portfolio for an amount equal to the funded amount thereof, plus accrued and unpaid interest, when Catalyst Fund V determines to dispose of that interest. As part of that sale, Catalyst Fund V will also provide a principal guarantee of its percentage ownership interest in the relevant loans at the time of sale to Callidus.

Additionally, the resulting increase in Catalyst Fund V's participation interest will result in the principal guarantee to be provided by Catalyst Fund V in the event Callidus repurchases the participation interest covering a larger proportion of the loan portfolios, thereby reducing Callidus's risk with respect to those loans after such transfer.

The corporation expects that its ability to access funds from Catalyst Fund V, together with its other existing sources of liquidity, will enable Callidus to finance the continued growth of its loan portfolio, which remains robust.

Normal course issuer bid

Callidus also announced today that it will be submitting a notice of intention to undertake a normal course issuer bid to the Toronto Stock Exchange, in connection with the purchase by Callidus of up to 2,561,396 of its common shares, representing 5 per cent of the 51,227,920 common shares comprising Callidus's total issued and outstanding common shares as of April 23, 2015. All common shares purchased by Callidus will be purchased on the open market through the facilities of the TSX, in accordance with the rules, regulations and policies of the TSX, and will be cancelled. Callidus has not made any purchases of its common shares in the preceding 12-month period. The normal course issuer bid will be open for a maximum period of 12 months.

The normal course issuer bid remains subject to the approval of the TSX. A further press release with additional details of the normal course issuer bid will be issued upon approval of the bid by the TSX.

Callidus determined to undertake the normal course issuer bid after receiving advice of its financial advisers as, in the opinion of management, its common shares have recently traded in a price range that does not reflect the underlying value of the corporation. Callidus believes that any purchases under the normal course issuer bid will benefit all persons who continue to hold common shares by increasing their equity interest in the corporation.

The company believes that when combined with existing sources of capital, including the cash generated by the current and growing portfolio of loans, and the now available capital from Catalyst Fund V, the issuer bid will not affect the company's ability to finance expected growth.

Funds used by Callidus to effect purchases under the normal course issuer bid will reduce Callidus's available capital and thereby reduce its proportionate interest in the new loan portfolio. However, Callidus does not view such adjustment as material.

We seek Safe Harbor.

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