Ninepoint-TEC Private Credit Fund II
Fund Highlights
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Active Value Creation – Involvement in driving operational changes and providing actionable strategic advice to borrowers, in order to maximize value with equity participation.
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Senior Secured – Security interests are primarily 1st lien and at the top of the capital structure.
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Fully Collateralized – Primarily asset-based loans that are fully supported by critical business assets including accounts receivable, inventory, property, plant & equipment, mineral interests and intellectual property.
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Experienced Lending Team – Seasoned, multidisciplinary professionals with significant and diverse experience at major financial institutions with backgrounds in lending, operating and investing in successful companies.
On February 28, 2022, the Fund suspended subscriptions and redemptions retroactive to February 1, 2022. The Fund remains closed to redemptions and subscriptions until completion of the proposed Fund restructuring. Please see Appendix A below for details or download here.
Terms are indicative and subject to change:
- See information circular for further details. Any applicable rebate will be accrued in the Net Asset Value per Class at each valuation date and paid annually by the Manager.
- Units are being offered by the Fund on a continuous basis to an unlimited number of eligible subscribers.
- Where the Manager permits a reduced redemption notice period, the applicable redemption will not count towards the Redemption Cap and the proceeds from the offsetting subscription may be used to make the redemption payment.
- See information circular for further details. Early Redemption Charge will be treated as income to the Fund.
- The previous quarter’s cash distribution is deducted from the redemption cap of 5% with redemptions cut back pro rata. Redemptions in excess of the 5% cap will be automatically cancelled, Unitholders may elect to receive a Redemption Note for the amount of the cancelled redemptions, offered at a discount rate of 10% bearing 0% interest with a 5-year term with the Fund having the option to pay early (callable).
Investment Team
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Regulatory Documents
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Fund Codes
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Fund Details
Fund Type Open-ended unincorporated Investment Trust Strategy Inception Date June 2010 Fund Inception Date September 30, 2022 Distributions Distributions will be automatically reinvested in additional Units at the Net Asset Value on the date of distribution, unless a Unitholder elects, by written notice to the Manager, to receive such distribution in cash. Registered Tax Plan Status Eligible Management Fee Class A1 Units: 2.45%
Class F1 Units: 1.45%
Class I Units: Fee determined by agreement between the Manager and SubscriberManagement Fee Discount/Rebate For calendar year 2022 and 2023, if each class of units does not reach a net 6% annualized return, an amount up to the full management fee will be rebated. Performance Fee See Offering Memorandum Minimum Initial Investment $10,000 accredited
$150,000 non-accredited**Minimum Subsequent Investment $5,000 CDN Minimum Investment Term 12 months minimum hold.
Unitholders that redeem units within 12 months of re-opening (September 30, 2022 to September 30, 2023) will be redeemed at 95% of NAV (5% ERF) of valuation date.
After September 30, 2023 Unitholders that redeem units within 12 months of their initial purchase date will be redeemed at 98% of NAV (2% ERF) on valuation date.
All Early Redemption Charges will go to the Fund, not the Manager.
Redemptions Quarterly (120 Days Notice)*
Subscriptions Monthly Valuations Monthly **non-individual only
All returns and fund details are a) based on Class F1 units; b) net of fees; c) annualized if period is greater than one year.
For accredited investor requirements please consult a financial advisor or the Fund’s offering documents.
The Fund is generally exposed to the following risks. See the offering memorandum of the Fund for a description of these risks: Speculative Investment; General Investment Risk; General Economic and Market Conditions; Inflation and Supply Chain Risk; Disease and Epidemics; Risks Related to the Russian Invasion of Ukraine; Class Risk; Changes in Investment Strategy; Limited Ability to Liquidate Investment; Capital Depletion Risk; Redemptions; Redemption Cap Subject to Manager Discretion; Financial Condition, Liquidity and Capital Resources; Valuation of the Fund’s Investments; Unitholders not Entitled to Participate in Management; Reliance on the Manager; Dependence of the Manager on Key Personnel; Reliance on the Sub-Advisor; Dependence of Sub-Advisor on Key Personnel; The Sub-Advisor and Manager Receive Management Fees and Performance Fees on the Net Asset Value of the Fund, which includes Payment-in Kind payments that may never be recovered; No Ownership Interest in the Portfolio; Distributions; Potential Indemnification Obligations; Liability of Unitholders; Lack of Independent Experts Representing Unitholders; No Involvement of Unaffiliated Selling Agent; Not a Public Mutual Fund; Capital Depletion Risk; Charges to the Fund; Use of a Prime Broker to Hold Assets; Changes in Legislation; Tax Considerations; Withholding Taxes; Information Sharing Requirements and Withholding Tax Risk; Market View; Origination and Availability of Loans; Credit Risk and Default in Repayment Obligations by Borrowers; Business Risks; Non-Performing Loans; Insolvency Considerations with Respect to Borrowers; Borrower Fraud; Breach of Covenant; Concentration; Collateral; Liquidity of Underlying Investments; Fixed Income Securities; Equity Securities; Decline in the Industries in which the Fund Invests; Inability to Realize on or Dispose of Security Granted by Borrowers on a Defaulted Loan; Inability to Meet Redemption Requests Due to Illiquidity of Collateral; Risks Associated with Certain Dispositions; Distressed Investments and Special Situations; Fraudulent Conveyance, Lender Liability, Equitable Subordination and Recharacterization; Use of Leverage by Portfolio Companies; Original Issue Discount and Payment-in-Kind Instruments; Projected Operating Results; Need for Follow-On Investments; Equity Kickers Generally; Long-Term Investments; Counterparty Risk; Director Liability; Lender Liability Risks; Custody Risk; Interest Rate Risk; Currency Risk; Foreign Investment Risk; Options; Indebtedness and Use of Leverage; Hedging.
The Ninepoint-TEC Private Credit Fund II is offered on a private placement basis pursuant to an offering memorandum and is only available to investors who meet certain eligibility or minimum purchase amount requirements under applicable securities legislation. The offering memorandum contains important information about the Fund including its investment objective and strategies, purchase options, applicable management fees, performance fees, other charges and expenses, and should be read carefully before investing. Performance data represents past performance of the Fund and is not indicative of future performance. Data based on performance history of less than five years may not give prospective investors enough information to base investment decision on. Please contact your own personal advisor on your particular circumstances. This communication does not constitute an offer to sell or solicitation to purchase securities of the Fund. The information contained herein does not constitute an offer or solicitation by anyone in the United States or in any other jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. Prospective investors who are not resident in Canada should contact their financial advisor to determine whether securities of the Fund may be lawfully sold in their jurisdiction.
Ninepoint Partners LP obtained unitholder approval to restructure the Ninepoint-TEC Private Credit Fund on September 30, 2022. As such, Ninepoint Partners LP launched the Ninepoint-TEC Private Credit Fund II which is available for purchase through offering memorandum as of that date, in Series A1, F1, FT, and T on Fundserv. Please refer to the Offering Memorandum for complete details. For further information, please contact your Ninepoint Product Specialist.
*Where the sum of cash distributions and redemption requests for any calendar quarter exceeds 5% of the Net Asset Value as at the prior quarter's end (the "Redemption Cap"), cash distributions will be paid out first and all redemption requests will be satisfied pro rata in proportion to the aggregate dollar value of the redemption requests received by the Fund as of the applicable Redemption Date, to the aggregate maximum dollar value (or equivalent value in Units) of the Fund permitted to be redeemed on the Redemption Date under the Redemption Cap and any portion of redemption requests unable to be satisfied in cash, the Unitholders, by default, shall cancel, unless such redeeming Unitholders otherwise elect to receive Redemption Notes (as hereinafter defined) in satisfaction of the portion of their redemption request in excess of the Redemption Cap.
Are You An Accredited Investor?
An investment in this Fund requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in this type of an investment. Investors in the Fund must be prepared to bear such risks for an extended period of time and should review suitability with their Investment Advisor.
The minimum subscription amount is $150,000.00 in all jurisdictions, unless you meet the definition of "accredited investor" under National Instrument 45-106 Prospectus and Registration Exemptions.
If you meet the definition "accredited investor" (see below), you may invest a minimum of $25,000. Please consult the Offering Memorandum to determine your qualification status. Investment Advisors should consult their company's internal policies.
The Subscriber, or one or more beneficial purchasers for whom the Subscriber is acting, is (i) a resident of, or the purchase and sale of securities to the Subscriber is otherwise subject to the securities legislation of one of the following: British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Newfoundland and Labrador, Nova Scotia, New Brunswick, Prince Edward Island, North West Territories, or Nunavut, and the Subscriber is (and will at the time of acceptance of the Subscription be) an accredited investor within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions ("NI 45-106") because the Subscriber is one of the following:
| (a) | a Canadian financial institution, or a Schedule III bank; |
| (b) | the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); |
| (c) | a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; |
| (d) | a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); |
| (e) | an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d); |
| (f) | the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada; |
| (g) | a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec; |
| (h) | any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; |
| (i) | a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada; |
| (j) | an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000; |
| (k) | an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; (Note: If individual accredited investors wish to purchase through wholly-owned holding companies or similar entities, such purchasing entities must qualify under section (t) below, which must be initialled.) |
| (l) | an individual who, either alone or with a spouse, has net assets of at least $5,000,000; |
| (m) | a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; |
| (n) | an investment fund that distributes or has distributed its securities only to:
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| (o) | an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt; |
| (p) | a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; |
| (q) | a person acting on behalf of a fully managed account managed by that person, if that person:
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| (r) | a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded; |
| (s) | an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function; |
| (t) | a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors; |
| (u) | an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or; |
| (v) | a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor. |
Toronto, Ontario M5J 2J1 Canada
Advisor Use Only
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