National Post (National Edition)
IT TAKES A LOT OF COURAGE TO TAKE ON THE ESTABLISHED CONVENTION.
to buy the company in July 2016. On top of the 14 per cent of face value the debenture holders were also offered accrued and unpaid interest (about three cents.)
That offer — being done by way of a plan of arrangement and which was alongside a proposed payment of six cents a share to common equity owners — was backed by the board, by a fairness opinion (confined, at least initially to the shareholders with no reference to the fairness of the deal to the debenture holders) and by the views of the two leading proxy advisory firms, Institutional Shareholder Services Inc. and Glass Lewis. There is lots of blame to go ’round.
But the debenture holders were not about to accept that situation that upset the traditional payout hierarchy in which debenture holders get paid in full before the equity holders receive anything. At the meeting called to vote on the transaction, support from the shareholders was 77/23 but fell to 32/68 from the debenture holders.
But it takes a lot of courage to take on the established convention. First, the holders have to be upset enough to demand something better, then they have to get organized and then they have to hire bankers and lawyers to assist with the fight. A group of holders retained Calgary-based Sandy Edmonstone and Bennett Jones.
That trio — the holders and the two advisers — fought the good fight that was named Project Robin Hood. It was conducted during a period when a new buyer emerged with a high enough offer to pay in full the banks, the creditors and the advisers to Twin Butte.