Pinetree Capital – Redeeming debentures

Pinetree Capital (TSX: PNP) today has announced it is redeeming $10 million of its debentures, at par value plus accrued interest, effective April 30, 2015.

As readers are aware by my previous rantings about Pinetree, their debt has been a remarkably good deal, especially around the 70 cent range, but they are still a reasonable risk/reward at 80 cents. The extra security that was arm-wrestled from management once they blew the covenants is icing on the cake.

Debenture holders will be cashed out pro-rata, which works out to an 18% redemption of debt. I’ll be hard-pressed to find a better alternative for the cash, but I’ll be happy to have it sitting in the bank account until such a time.

The market value of the debentures was bid/ask 80/83 cents and considering the cash-out is at par, this will likely result in an increase in the quoted price for the remaining debentures.

Notable to this announcement is that this is going to be funded by cash on hand, which implies that the company has been doing some liquidation of its non-disclosed holdings (these would be less than 10% ownership stakes in various firms). There has only been a minor trace of activity on SEDI on their 10%+ ownership stakes (the two largest that are publicly known is POET Technologies (TSXV: PTK) and Sphere 3D (Nasdaq: ANY)).

Also notable is that this is the first $10 million of the $20 million that is required to be redeemed by July 31, 2015. Up to half of the remaining amount can be done through open market transactions and also the company has the option of redeeming 1/3rd of its debentures in the form of equity, which has not been the case to date.

Finally, Pinetree has not released its 2014 year-end audited financial statements, but one can assume that they will be able to with this redemption notice. The annual statements are due on March 31, 2015 otherwise very bad things happen to reporting issuers that do not report.

Pinetree must have a debt-to-assets ratio of 50% up until October 31, 2015 and then after that it must be below 33% otherwise it will be in default of its debt covenants (once again). We should get a better view of what may occur once they file their 1st quarter report. Achieving 33% is going to be made much easier once they complete $20 million in redemptions and the question is whether debenture holders are going to receive equity or not (which would likely give debtholders control of the firm).

I’m expecting there will be a reasonably decent chance that investors in the senior secured convertible debentures will be made whole and also be able to collect a 10% coupon between now and the May 31, 2016 maturity date.

10 thoughts on “Pinetree Capital – Redeeming debentures”

  1. Sacha,

    I cannot really find the detail terms of the debenture – does Pinetree has the option to force a conversion of the debenture into common (or redeem debenture for equity)? If so, at what price?

    Thanks.

  2. Never mind, I find the clause from your previous post – up to 1/3 principal amount can be redeemed for equity at 95% of market price – I don’t see that happening unless their holding took a severe haircut or they have issue raising the cash as the common trade at quite a discount to book.

    Thanks!

  3. You’d be well advised to read the third amendment to the indenture (just read the most recent “Securities holders document” on SEDAR) for the full terms and conditions.

    After they post their Q1-2015 report, the gig should be mainly over. Management has a huge incentive at this point to ensure that the debentures are redeemed for cash and if not, they’ll lose control. So either debentureholders will end up cashed out, or they’ll end up with a lot (2/3rds) of cash and a slab of equity that will be firmly in the control of some Toronto financial institutions that will have every incentive to liquidate the tax losses and not use the corporate shell a salary generator.

  4. According to latest MD&A, they have $14.3 million cash on hand. They have minimal cash at the end of Dec 31. At Dec 31, their level 1 asset is $75 million. I guess the risk in this one is their level 1 asset continue to tank and one is forced to accept a slab of the equity.

  5. You probably appreciate the risk/reward argument when you have first rights to the $54.8 million outstanding (plus some $1.8 million accrued interest as of today) and knowing that the company is already got about $14.3 million on the way there.

    So can they dredge another $42 million of blood out of this stone? Probably.

  6. “Gem” is not the adjective I’d use to describe this, but it is a couple steps better than the proverbial “picking up the cigar butt on the ground for one last puff”. Making lemonade from lemons perhaps?

  7. Easy for me to say – but I think they are expert at fumbling. A couple of weeks ago, the price shot up after the BEA announcement with significant volume. Perfect time to liquidate a position. Now both volume is down significantly along with price – good luck liquidating that 12 million shares + 6 million warrants.

  8. You’re talking about PTK right?

    They were restricted to sell because they were 10% owners. Two days after PTK announced earnings they blew a million shares when they could. Now they are no longer 10% owners and do not have to report and can perform open market operations without any constraints.

    Their partial liquidation of Keek was well timed, but unfortunately a magnitude of 20 less on the desired quantity.

    It is also unknown whether they liquidated any Sphere3D between January 1st to present, but they could have done so without constraints (they are not 10% owners of them or insiders).

  9. Another $2 million in cash will very likely be raised by the end of June as PNP owns 23.75 million shares of MGP, which got taken over by YRI (market cap: $4.5 billion) for the princely sum of CAD$0.10/share (mostly in YRI stock).

    It seems fairly obvious from my vantage point that as of March 29 they have raised $14 million cash, and they will probably be able to raise the rest of it. The only question at this point is whether debentureholders will get some PNP stock or not. When PNP does their Q1 release (likely sometime in mid-May) the game should pretty much be over. There would be no point in selling the debentures as the 10% coupon is also senior secured and let’s face it, I want to be compensated for holding this train wreck for so long.

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