A consortium of shareholders in Tuckamore Capital Management (TSX:TX) have proposed financing at different terms than that being provided by U.S. investment firm Orange Capital. Tuckamore recently announced a $12.5 million transaction with Orange following the cancellation of its take-private acquisition with Birch Hill Equity Partners. The consortium, which includes Access Holdings Management Co and First Series of Halcyon Trading Fund LLC, said it could provide the same amount with less dilution. Based in Toronto, Tuckamore is a private equity firm.
Existing Shareholder Consortium Offers Tuckamore Capital Management Superior Non-Dilutive Financing terms than the Placement Agreement the Company Announced with Orange Capital
-Consortium offer has NO back end fees payable vs. over $5 million to Orange Capital on the $12.5 million placement
-Offers placement at a premium to Orange Capital, reducing dilution
-Allows all existing shareholders the opportunity to participate in the placement
TORONTO, July 28, 2014 /CNW/ – Tuckamore Capital Management Inc. (the “Company” or “Tuckamore”) (TSX: TX) shareholders Access Holdings Management Company (“Access Holdings”) and First Series of Halcyon Trading Fund LLC (collectively the “Consortium”) announce an offer to participate in a transaction with Tuckamore, with terms superior to those agreed to by the Company as part of a placement agreement it announced on Friday, July 25, 2014.
On Friday afternoon, Tuckamore announced that it had entered into a subscription agreement with Orange Capital Master I, Ltd. (“Orange”), to sell $12.5 million common shares of the Company to Orange at a price per share which will not be less than $0.75, resulting in the issuance of no more than 16,666,667 shares (or approximately 17% of the shares of Tuckamore following completion of the transaction) (the “Orange Private Placement”). At the same time, Tuckamore announced that Orange stands to receive material future fees of up to $5.3 million for assisting the Company with its capital structure and financing efforts. Upon payment of these fees to Orange, the effective price of the Private Placement would be as low as $0.43 per share, far lower than the nominal $.75 price or Tuckamore’s closing share price on Friday, July 25, 2014.
Tuckamore announced this agreement at the same time it withdrew a failed management buy-out and ahead of a contested vote. The Company did not seek superior alternatives from its existing shareholders or allow third parties to come forward by announcing that the restrictions imposed on the Board and Tuckamore by the Tuckamore management controlled buyout vehicle had been waived to allow management to negotiate an alternative deal with Orange.
Superior Financing Available to the Company and Shareholders
The Consortium has sent a letter to Tuckamore detailing that it is prepared to offer non-dilutive equity financing to Tuckamore on similar terms as it extended to Orange, with some important modifications to key terms for the benefit of all shareholders, making the Consortium’s offer superior to the Orange Private Placement:
Better Price – While the Consortium would provide $12.5 million to the Company in exchange for common shares, it would do so at a price of $.80 per common share or $.05 more than the nominal price agreed to with Orange. This would result in fewer common shares being issued under the Consortium offer for the same proceeds and thus less dilution for existing shareholders, who do not have the opportunity to participate in the Orange Private Placement. The Consortium continues to believe that Tuckamore is worth more than the $0.75 price per share offered under the withdrawn management buy-out and the Orange Private Placement.
Fair – Allows all Shareholders to Participate – All existing Tuckamore shareholders would have the opportunity to participate in the share issuance through a rights offering thus providing each existing shareholder the opportunity to avoid dilution. The Consortium believes that all shareholders should have the equal opportunity to participate in the Company’s value upside, rather than favoring one party in a dilutive private placement.
The Consortium would backstop the rights offering, at no cost to Tuckamore, thus ensuring the capital will be available to the Company.
No back end and unnecessary restructuring fees required –The Consortium would work with Tuckamore to address its capital structure without receiving any unnecessary fees in exchange for its investment. This approach would result in potential savings of over $5 million that Tuckamore otherwise would provide to Orange – an entity whose comparable debt market experience and capacity to assist with the Company’s capital structure is undisclosed. The Consortium has deep expertise assisting in such matters, in both Canada and the United States with $12.6 billion of capital under management.
Tuckamore has incurred significant expenses to date, related to the failed management buy-out and the resulting expenses reimbursed to Birch Hill and to Tuckamore senior management, and needs to avoid unnecessary and further expenses, including the 3% debt restructuring fee proposed to be paid to Orange. With no fees attached, the full amount of the Consortium’s $12.5 million backstop can be used to reduce Tuckamore indebtedness.
Access Holdings has attempted to engage constructively with Tuckamore over an extended period and is alarmed that the Company entered into a less attractive arrangement with a party who is not a shareholder. This was done without contacting Access Holdings, which has continually expressed interest in investing in Tuckamore, and without providing an opportunity for all shareholders to participate. Before closing the Orange Private Placement, we urge the Tuckamore Board to carefully consider what is in the best interests of shareholders, given the clearly superior offer that is available.
Access Holdings also announces that it has demanded that Tuckamore management not rush to close the deal with Orange until the Toronto Stock Exchange has considered Access Holdings’ submissions in respect to the Orange Private Placement, including that Tuckamore shareholder approval be required and that such approval be sought at the postponed annual meeting of Tuckamore shareholders to be held in September.
Access Holdings and other shareholders holding greater than 5% of Tuckamore’s common shares requisitioned a shareholder meeting, as management is currently not in compliance with applicable corporate law requirements to hold an annual meeting within six months of Tuckamore’s yearend.
This is not a solicitation of proxies nor intended to solicit any proxies or votes.
Cautionary Statement Regarding Forward‐Looking Statements
This press release contains forward‐looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward‐looking, and the words “anticipate”, “believe”, “expect”, “estimate”, “plan”, “should”, “will” and similar expressions are generally intended to identify forward‐looking statements. These statements are based on current expectations of Access Holdings and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. There is no assurance that Tuckamore will agree to the offer of the Consortium. Access Holdings does not assume any obligation to update any forward‐looking statements contained in this press release. Access Holdings does not assume any obligation to update any forward‐looking statements contained in this press release.
SOURCE Concerned Shareholders of Tuckamore
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