A response to the Globe & Mail Article of Feb. 7/23

The Globe & Mail article published on February 7, 2023 discussing the Ninepoint-TEC Private Credit Fund is misleading and distorts facts. The Fund is being run by the same team since the investment strategy’s inception in 2010. Ninepoint and Third Eye Capital (TEC) have never represented the investment strategy to be anything other than what it is: managed by a sophisticated team that can analyze and structure complex senior secured loans with borrowers that traditional cashflow-based lenders won't lend to. As a result, the strategy has generated higher returns, (compounding at 10.4% since inception) with the trade-off of more limited liquidity than publicly traded investments.

It should be noted, Ninepoint and TEC have consistently provided multiple opportunities (in person, webcasts, white papers, portfolio updates) for our Investment Advisor partners to access detailed information for this strategy including the webcast hosted on February 7, 2023 which was attended by over 200 Investment Advisors. During the webcast, the Third Eye team completed a comprehensive portfolio update.

Ninepoint and TEC believe the portfolio is well positioned for the current market environment with overweight exposure to the energy and sustainability sectors. Currently 99.8% of the portfolio are performing loans.

Furthermore, the principals at TEC are significantly aligned with unitholders with over $130MM invested in the strategy alongside investors.

Background

Portfolio data mentioned in the article was derived from an internal bank memo that was inappropriately disclosed to the reporter and contains information without analysis or context. Ninepoint provides bank dealers with ongoing transparency into the portfolio.

Before the article was published, senior TEC staff met with the reporter to describe the Fund’s strategy in more detail and to provide a better understanding of the Fund’s portfolio and investment principles. In spite of this, the reporter included several inaccuracies in his article which are addressed below, point by point, by the investment team at Third Eye Capital. Italicized quotes are from the article, followed by TEC's response:

TEC response: 3 of 15 portfolio investments (and 3 out of 12 portfolio companies) were permitted from inception of the loans to PIK (Payment in Kind) because (1) the Fund had an equity interest in the portfolio companies which boast high growth EV/cash flow multiples, and (2) the portfolio companies’ cash return on invested capital (ROIC) was significantly higher than the cost of debt (COD). To illustrate the benefit of such a PIK structure to the Fund, if a portfolio company generates 20% ROIC and has a COD of 10%, and the portfolio company reinvests the amount it would otherwise pay in cash interest, then the amount of reinvestment generates a return that compounds the cash flows of the business at 20%. Those cash flows attract a multiple that increases the value of the portfolio company and therefore increases the value of both the Fund’s security and equity interests.

The claim “have not paid them” is inaccurate. Even with PIK structured loans, the portfolio company is obliged to pay any accrued interest first from the proceeds of any sale of assets, third party financings, and certain other events (such as grants, insurance claims, etc.). All 3 portfolio companies have paid accrued interest in cash from such events when they occurred. One of these portfolio companies has two loans with the Fund, one of which pays regular interest in cash because it is a revolving loan with a balance that fluctuates up to a prescribed limit.

TEC response: 3 of 12 portfolio companies have the option to pay interest in cash or to add the cash interest charges to the loan at a higher rate. These terms were in effect since inception of the loan or as a result of a partial deleveraging through a conventional lender (e.g., a bank comes in to support the portfolio company, reduces some of our debt, and has covenant tests to determine if interest can be paid in cash). One of the portfolio companies is owned by the Fund and therefore decisions whether to pay interest in cash or reinvest the cash are based on the ongoing cash flow needs and investment plans of the portfolio company. Another portfolio company has multiple loans, including a PIK structured loan since inception, and is included in the 3 portfolio companies described in the PIK loans above.

TEC response: This is an incorrect characterization of PIK-structured loans of the Fund. The determination of whether a loan will be structured as a PIK is made at loan inception; it is not a deferral of interest that is otherwise supposed to be paid in cash. Also, PIK loans are not “IOUs” payable when total debt comes due; as explained above, the Fund’s PIK loans do pay accrued interest in cash upon certain events.

TEC response: The interest rate does not increase by virtue of a loan being structured with a PIK. And it is untrue that “no income is promised until maturity” as described above.

TEC response: The Fund provides its clients with regular portfolio updates and detailed loan-by-loan transparency even though the Fund does not have continuous disclosure obligations to the public. The top three portfolio companies by NAV includes a borrower owned by the Fund (and other TEC funds). The other two borrowers are in sale or financing processes aimed at repaying the Fund in full. Concentration levels are within the guidelines of the Fund documents and consistent with past practice and the high conviction strategy of the Fund. All loans are senior secured with sufficient collateral to cushion against a downturn. None of these borrowers are “deferring cash interest.” The largest portfolio company’s loan was structured as PIK from inception. The owned portfolio company has several loans with the Fund, including one that is PIK-structured and two that pay regular cash interest. The third largest portfolio company pays regular cash interest.

TEC response: This is wrong – the incidence of PIK loans does not correlate to inflation protection. In fact, because the Fund’s loans are based on the value of underlying assets that act as both collateral and the source of repayment, the value of such assets increase in an inflationary environment. The Fund’s strategy provides better inflation protection than a private debt fund which lends based strictly on enterprise values or cash flows, since profit margins tend to contract and are more volatile in an inflationary environment.

In addition, in a typical year the Fund might generate total cash flows (incl. interest, fees, return of principal) of 20% or more of average NAV. Given the evergreen structure of the Fund, these cash flows can be reinvested in new portfolio investments at prevailing (higher) interest rates.

TEC response: Taking out the owned positions, 44.5% of the Fund’s portfolio is floating rate. Note that in situations where the Fund has equity upside, fixed rate interest may be preferred due to capital appreciation benefits of the residual equity. The average time to exit for the Fund’s investments have historically been less than 24 months, excluding renewals of performing investments or portfolio companies that were acquired as result of a foreclosure or restructuring due to default and enforcement.

TEC response: The Fund is not a complete investment program and is the “higher octane” part of a private debt allocation for investors seeking asymmetric risk profiles that limit downside risk through asset-backed security but can generate steady returns with upside convexity.

TEC response: A PIK-structured loan is not inherently riskier. In the context of the Fund’s strategy, loan proceeds are primarily used to increase the value of the portfolio company (for example, through new capital investments). Since the value of the underlying portfolio company appreciates at a greater rate than the outstanding loan balance, collateral coverage increases. The underlying assets in this strategy serve as both collateral and the source of repayment. Higher asset values provide greater downside protection.

PIK loans generate income for the Fund on a monthly basis since the interest that is PIK’d is covered by the increasing value of the underlying collateral (i.e., NAV is increasing). The accrued interest is recognized in cash throughout the term of the loan as the portfolio company remits to the Fund all proceeds from the sale of assets, third party financings, and certain other events (such as grants, insurance claims, etc.), which proceeds are first applied toward accrued interest.

TEC response: Several critical aspects of the strategy provide downside risk protection (i.e., capital preservation) including: (i) the Fund’s loans (by NAV) are senior secured loans at the top of a company’s capital structure, or if there has been a partial refinancing from lower cost of capital sources, senior secured over the ownership of the portfolio company; (ii) the loans are secured against valuable asset collateral, which is evaluated on a periodic basis and through the support of independent appraisals or valuation reports. These attributes have resulted in the Fund not suffering any realized loss on invested capital since inception (including its predecessor funds).

Returns are driven through the contractual returns on the underlying loans but also through fees and equity kickers that are paid to the Fund as a result of TEC’s value-added advice to portfolio companies. The Fund holds private equity instruments in 6 portfolio companies; in each instance, these were received as bonus consideration and equity value was priced following a transaction event. These equity instruments have the potential to provide significant returns as 4 of these 6 portfolio companies are negotiating liquidity events.

TEC response: Private debt remains an attractive asset class and the Fund’s risk premium will adjust as newly priced deals are made. There have been no new investments made in the Fund since TEC is prioritizing liquidity; however, new opportunities are able to be priced with a significant increase in nominal yields as would be expected.

The return on cash deposits has improved following successive interest rate rises by the Bank of Canada. However, nominal returns on cash are still below the inflation rate and cash does not help maintain purchasing power in the long run. Risk adjusted returns on the Fund have outperformed most cash and fixed income investments since inception. Moreover, the Fund provides a valuable function to the Canadian economy by providing access to financing to good companies that are underserved or overlooked by traditional sources of capital, such as banks.

We are disappointed that a major Canadian news organization published an article without proper due diligence and sufficient analysis of a subject that affects investors, Investment Advisors and the business of Canadian Asset Managers.

Both Ninepoint and Third Eye Capital are providing the above in order to correct the misinformation contained in the article published by the Globe & Mail. We are committed to ensuring our Investment Advisors and investors continue to receive fair, accurate and correct information so that they are best positioned to make informed investment decisions.