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Next Edge RCM Private Yield Fund
June 2020
Next Edge RCM Private Yield Fund June 2020 1 Important Notes The - - PowerPoint PPT Presentation
Next Edge RCM Private Yield Fund June 2020 1 Important Notes The Next Edge RCM Private Yield Fundor the Fund means the Next Edge RCM Private Yield Fund. Capitalized terms not defjned in this presentation are defjned as set
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June 2020
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Important Notes
The ‘Next Edge RCM Private Yield Fund’or the ‘Fund’ means the ‘Next Edge RCM Private Yield Fund’. Capitalized terms not defjned in this presentation are defjned as set forth in the Offering Memorandum of the Fund (the ‘OM’). This communication is not, and under no circumstances is to be construed as, an invitation to make an investment in the Fund nor does it constitute a public offering to sell the Fund or any other products described herein. Applications for the Fund will only be considered on the terms of the OM. The OM contains important detailed information about the Fund. Copies of the OM may be obtained from Next Edge Capital Corp., the principal distributor of the Fund. Each purchaser of the units of the Fund (the ‘Units’) may have statutory or contractual rights of action under certain circumstances as disclosed in the OM. Please review the provisions of the applicable securities legislation for particulars of these rights. Terms defjned herein shall have the same meaning as in the OM. Potential investors should note that alternative investments can involve signifjcant risks and the value of an investment may go down as well as up. There is no guarantee of trading performance and past or projected performance is not indicative of future results. Investors should review the OM in its entirety for a complete description of the Fund, its risks, and consult their registered dealers before making an investment. The information contained in this material is subject to change without notice and Next Edge Capital Corp. will not be held liable for any inaccuracies or misprints. Any descriptions or information involving investment process or strategies is provided for illustration purposes only, may not be fully indicative of any present or future investments, may be changed at the discretion of the Investment Manager and are not intended to refmect performance. The Fund has not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any State securities laws. The Fund may not be offered or sold in the United States or to US persons.
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Cautionary Note Regarding Forward-Looking Statements
The following presentation may contain forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that Next Edge Capital Corp., the Credit Advisor or any affjliates thereof (the ‘Companies’) believe, expect or anticipate will or may occur in the future (including, without limitation, statements regarding any targeted returns, projections, forecasts, statements and future plans and objectives of the Companies) are forward-looking statements. These forward-looking statements refmect the current expectations, assumptions or beliefs of the Companies based on information currently available to the Companies. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Companies to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Companies. Factors that could cause actual results or events to differ materially from current expectations include, among other things, changes in international fjnancial and commodities markets, fmuctuations in currency exchange and interest rates, illiquidity of portfolio investments, reduction in availability of leverage, default by counterparties, special risks arising from short sales and investments in forward contracts and other derivatives, unintentional trades, accuracy of analytical models, valuation risks, limitations on redemptions, tax consequences, changes in applicable laws and other risks associated with investing in securities and those factors discussed under the section entitled ‘Risk Factors’ in the Prospectus. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Companies disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Companies believe that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
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Certain Risks of Investing In The Next Edge RCM Private Yield Fund
There are risks associated with an inestment in the Fund, as a result of, among other considerations, the nature and operation of the Fund. An Investment in units should only be made after consulting qualifjed sources of investment and tax
Risks Associated With An Investment In The Fund General Investment Risk; No Guaranteed Return; Limited Operating History; Class Risk; No Advice to Investors; Illiquidity of Units or Limited Liquidity; Potential Confmicts of Interest; Reliance on the Manager and Credit Managers; Capital Depletion Risk; Fees and Expenses of the Partnership; Risks Arising from Multiple Classes of Units; Changes in Applicable Law; Changes to Canadian Tax Laws and Challenges by the CRA; Achievement of the Investment Objective; Changes in Investment Strategies; Illiquid Positions; Not a Public Mutual Fund; Distributions; Possible Effect of Redemptions; Possible Loss of Limited Liability; Possible Negative Impact of Regulation; Potential Indemnifjcation Obligations; Reliance on Manager and Track Record; Currency Risk; Initial Investment in the Fund; Tax Liability; Units are not Insured and Strategies; Valuation of the Fund’s investments and US Tax Risk. Risks Associated With The Underlying Investments & Strategies Availability of investments; Counterparty and Settlement Risk; Credit Risk; Custody Risk and Broker or Dealer Insolvency; Debt Securities; Diversifjcation and Concentration Risk; Valuation of the Underlying Investments; General Litigation Risk; Uninsured and Underinsured Losses; Equity Risk; Exchange Traded Funds; Failure to Meet Commitments; Foreign Investment Risk; General Economic and Market Conditions; Highly Volatile Markets; Interest Rate Changes; Investment and Trading Risks in General; Issuer–Specifjc Changes; Knowledge and Expertise of the Credit Managers; Leverage; Limited Sources of Borrowing; Liquidity Risk; Credit Manager Insolvency; Nature of the Investments; Options; Portfolio Turnover; Shorting; Use of Derivatives and Composition of Investments. These are only some of the risks of investing in the Next Edge RCM Private Yield Fund. Please review the “Risk Factors” section of the Fund’s Offering Memorandum for a complete description of the risks of investing in the Fund.
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We are an alternative investment fund manager providing leading-edge solutions for investors. For almost two decades our experienced team has launched numerous investment solutions in a variety of product structures. The people and approaches we discover may not be well known, but we believe they provide something remarkable – access to what’s next.
Generating consistent returns Diversifying traditional portfolios
Solutions for Businesses to Grow Non-Bank Financing Solutions (NBFS)
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*Please note that over CDN $2 Billion of the CDN $3 Billion of alternative assets raised relates to assets raised at a previous fjrm(s).
Formed in July 2006, was renamed Next Edge Capital Corp. after the spinout of Man Investments Canada
Licensed as an Exempt Market Dealer, Portfolio Manager and Investment Fund Manager. Management team responsible for raising over CDN $3 Billion of alternative assets in Canada since 2000.* Focused on providing unique, non-correlated investment ideas.
Next Edge Capital Corp.
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Next Edge RCM Private Yield Fund
Product Structure Investment Highlights Investment Objectives
by providing opportunistic fjnancing via secure debt or debt-like instruments which are typically 6 - 36 months in duration, but may be as long as 60 months.
privately-owned fund management company based in Vancouver, British Columbia.
based on the following parameters: ► Privately originated and negotiated ► Short to medium term repayment schedule – typically 6 to 36 months; but may be as long as 60 months. ► General Security Agreement and Registered Security ► Debt capacity fjxed by determined liquidation values of specifjc secured assets, pools of assets or verifjable future cashfmows
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Executive Summary
Targeting net returns of 10%+ per annum from a portfolio of private debt investments
Portfolio broadly diversifjed by geography and industry
Investment approach differentiated by our quantitative problem-solving focus, and structuring fmexibility
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should not be construed to be an indication about the future performance of the Fund or the Underlying Investments. This information is solely provided to illustrate the performance of the RC Morris Partnerships and should not be construed as a forecast
RC Morris Partnerships, their investments may not be identical and the returns will differ due to a number of factors including but not limited to fees, expenses, taxes, currency hedging, foreign exchange, variations in trading programmes and allocations, variations in notional exposure, investments not being identical, cash fmows and asset size. The leverage, strategy and investments of the RC Morris Partnerships have varied over time and as a result performance in any future period will vary.
Introduction – R.C. Morris Capital Management Ltd.
R.C. Morris Capital Management Ltd. is a privately-owned fund management company based in Vancouver, British
as 60 months.
funding because of their stage of development, size, perceived riskiness, complexity, management or board issues, legacy balance sheet problems, general history or timing.
(15%+ Net) with lower historical risk than subordinated and mezzanine debt.
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Background
The capital management business grew out of our full-service turnaround and restructuring fjrm
Turnarounds and Restructurings Planning and execution of interim management roles on behalf of investors and Boards CFO and Accounting Services Identifying and fjxing specifjc issues and problems, forensic analysis, managing all accounting functions for both private and public companies Mergers and Acquisitions Planning, negotiation, due diligence and closing services for companies without the internal capabilities to execute a purchase, sale, or merger Consulting Customized solutions for investors Financing Arrangements Funding for companies without access to fjnancing through conventional channels
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Background
The capital management business grew out of our full-service turnaround and restructuring fjrm
In our turnaround business we deal exclusively with complex situations:
We provide:
duress
necessary, whether immediately apparent or not
creditors, investors and customers
employees and third parties What the turnaround business has taught us:
► Poor due diligence up front ► Poor monitoring as the investment progresses
► Don’t act soon enough when problems come to light ► Are ineffective and disorganized enacting solutions Signifjcant risk can be removed by:
management
Our turnaround and restructuring practice provides us with unique opportunities that are not readily accessible to other sources of capital
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The Next Edge RCM Private Yield Fund- Investment Strategy
The Fund aims to achieve net returns of 10%+ per annum by providing asset and cash fmow-backed debt facilities to small and medium-sized enterprises.
Who we Invest In
► Stage of Development ► Size ► Perceived riskiness ► Complexity ► Management or Board issues ► Legacy balance sheet problems
Funding Criteria
Market Positioning
to ensure: ► Thorough Due Diligence ► Comprehensive security ► Monitoring, Involvement, Intervention
► Large lending companies in fjnancial hubs (Toronto, New York) - geographic remoteness and deal size usually precludes them from these deals ► Private individuals – lack the resources to effectively conduct the due diligence and monitoring required ► Company insiders – lack the ability to raise capital, especially given their existing net worth may already be invested
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The Next Edge RCM Private Yield Fund- Preserving Capital
We focus on maintaining safety of principal in the event that the investee does not achieve their goals
Integral to the investment strategy is our experience and capability in turnarounds, restructurings, forensic accounting, mergers & acquisitions, disposals, and interim management services.
Pre-Investment Analysis and Negotiations
Post-Investment Monitoring and Control
Risk Mitigation
► Managing out a recurring revenue tail ► Aggressive working capital management ► Direct asset ownership, management and liquidation ► Security backed by cashfmow of ‘recurring revenue’ streams ► First place security over company assets
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should not be construed to be an indication about the future performance of the Fund or the Underlying Investments. This information is solely provided to illustrate the performance of the RC Morris Partnerships and should not be construed as a forecast
RC Morris Partnerships, their investments may not be identical and the returns will differ due to a number of factors including but not limited to fees, expenses, taxes, currency hedging, foreign exchange, variations in trading programmes and allocations, variations in notional exposure, investments not being identical, cash fmows and asset size. The leverage, strategy and investments of the RC Morris Partnerships have varied over time and as a result performance in any future period will vary.
Past Performance - RC Morris Partnerships
R.C. Morris has built a track record of solid performance, providing partners attractive net returns
Fund Inception Fund Size Status Annualized Return1
Fund I December 2011 $2.2 million Closed in December 2016 12.4% Fund II May 2013 $8.4 million Closed in December 2016 15.1% Fund III January 2016 $65 million2 Winding down 15.0% Fund IV July 2018 $188 million3 Ongoing 7.1%
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Performance - Next Edge RCM Private Yield Fund
HISTORICAL PERFORMANCE1 Class A HISTORICAL PERFORMANCE1 Class F HISTORICAL PERFORMANCE1 Class B
returns are net of all fees and expenses associated with Class F Units charged from January 1, 2018 (trading start date.) Returns for 2020 are unaudited. Therefore, performance statistics containing 2020 fjgures shown in this material are subject to fjnal
10 yr N/A, and CARR 12.15%; and for Class B Units are 1 yr 6.05%, 3 yr N/A, 5 yr N/A, 10 yr N/A, and CARR 11.13%.
*Part Year
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD2 2020 0.24% 0.50% 0.21% 0.28% 0.22% 0.55%
2019 1.75% 0.83% 1.42% 0.78% 0.87% 0.80% 1.19% 0.68% 1.22% 0.73% 0.12% 0.11% 11.02% 2018 0.70% 1.22% 0.54% 1.25% 0.81% 1.43% 1.58% 1.50% 1.45% 1.48% 0.93% 0.85% 14.65% 2017
0.66%* JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD2 2020 0.32% 0.59% 0.29% 0.37% 0.30% 0.64%
2019 1.84% 0.92% 1.51% 0.87% 0.96% 0.89% 1.28% 0.76% 1.30% 0.82% 0.21% 0.20% 12.17% 2018 0.73% 1.32% 0.63% 1.34% 0.91% 1.52% 1.67% 1.58% 1.54% 1.57% 1.02% 0.93% 15.80% JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD2 2020 0.22% 0.49% 0.20% 0.27% 0.21% 0.54%
2019 1.74% 0.82% 1.40% 0.77% 0.85% 0.79% 1.18% 0.66% 1.20% 0.72% 0.11% 0.10% 10.83% 2018 0.64% 1.22% 0.54% 1.24% 0.81% 1.42% 1.56% 1.47% 1.43% 1.46% 0.91% 0.83% 14.39% 2017
0.73%*
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Underlying Investments of the Next Edge RCM Private Yield Fund1 as at April 30, 2020
form of secured debt in order to achieve above average risk-adjusted returns with minimal correlation to most traditional asset classes. The Fund intends to achieve its investment objective by initially investing all of its net assets in a portfolio of debt and debt-like investments which may be obtained either directly through investments held by the Fund and sourced and administered by R.C. Morris Capital Management Ltd. (“R.C. Morris”) or through exposure via an investment in units of R.C. Morris & Company Special Opportunities Fund III Limited Partnership, RCM NE Private Debt Fund LP or certain other partnerships as may be established from time to time by R.C. Morris or its affjliates (each a “R.C. Morris Partnership”, and collectively, the “R.C. Morris Partnerships”). Source: R.C. Morris Capital Management Ltd.
Loan Investments Term Equity Participation Software and IT Services 55 months The Fund holds 4,871,755 common shares which trade on the TSX-V exchange. As at February 29, 2020 the fair value of the warrants attributable to the Fund was $73,076. Oil Field Services 48 months The Fund holds non-dilutive warrants expiring February 26, 2022 to purchase up to 4% of the issued and outstanding common shares at an exercise price of $0.001, with a put option, in favour of the Fund. Oil and Gas 19 months N/A Hardware and IT Services 56 months Warrants valued at 5x EBITDA for 10 years, with a put option, over 4.5% of the Company; additional interest of 8% per annum accruing and compounding quarterly Automotive Marketing 36 months The Fund holds non-dilutive, 5 year warrants to purchase up to 3.% of the issued and outstanding common shares at an exercise price of $0.001 per share, expiring August15, 2022, with a put option in favour of the Fund. Financial Services 12 months N/A Telecommunications 59 months The loan carries a variable discharge fee between USD $400,000 and $850,000 which is determined by and becomes payable on the repayment date. Financial Services 6 months N/A Cannabis Producer 67 months The Fund was granted 5% warrant coverage at a strike price equal to the weighted average of the previous fjve trading days prior to the advance and expiring after 3 years. Oil and Gas 8 months N/A Educational Institution 9 months N/A
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Summary of Terms
The Next Edge RCM Private Yield Fund
FundSERV Codes
(Interim - For Purchase)
Class A NEC 511 Class F NEC 513 FundSERV Codes
(Final)
Class A NEC 521 Class F NEC 523
Efgective Management Fee
(Includes Servicing Fee on Class A Units, payable out of the management fee)
Class A 2.50% Class F 1.50% Performance Fee 20% above 8% hurdle rate (with a catch-up) Valuation Monthly Redemptions Monthly with 180 days notice Distributions 8% per annum, paid quarterly (2% per quarter) Registered Plan Status Eligible
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Key team member biographies
Christopher Morris, Managing Partner
Prior to founding R.C. Morris Capital Management Ltd. in 2008, Christopher was CFO of MetroBridge Networks (TSX-V: MEB) a Vancouver-based wireless broadband company with operations in the United States and Canada. Before MetroBridge, he was the CEO of Transit Television Network based in Orlando, Florida – a wholly-owned subsidiary of Torstar Corporation. Previous to Transit Television Network, Christopher was Director of Corporate Ventures at Torstar Corporation in Toronto, and before that at Hollinger International in London. He began his career as an investment banker at Credit Suisse First Boston in
Conrad Krebs, Partner - Underwriting
in Vancouver (2007 to 2009). He joined R.C. Morris Capital Management Ltd. in Vancouver in 2009, specializing in fjnancial reporting and controls at the fjrm’s restructuring, workout and turnaround clients. Mr. Krebs is a graduate of the University of Western Ontario, and as a previous member of the association of Certifjed Management Accountants of British Columbia is now a member of the association of Chartered Professional Accountants.
Bradley Meadows, Partner - Origination
and Energy industries, followed by 10 months in India, where he managed the KPMG Canada Offshoring Center and worked in the Risk Advisory Practice specializing in developing and optimizing corporate governance structures for clients in Financial Services. He joined R.C. Morris Capital Management Ltd. in 2014, specializing in fjnancial and operational turnarounds of the fjrm’s restructuring and investee clients. Bradley is a graduate of Capilano University where he earned a Bachelor of Business Administration, with a specialization in Economics, and a Diploma in Accounting. As a previous member of the association of Chartered Accountants of British Columbia, he is now a member of the association of Chartered Professional Accountants.
Colin Haddock, Vice President - Finance
services to predominantly private owner-managed businesses, publically listed mining exploration and development companies, and early stage pre-IPO
as reporting and fjnancial management for the fjrm’s turnaround and restructuring clients. Mr. Haddock holds a Bachelor of Arts degree in History from the University of Victoria, and as a previous member of the association of Certifjed General Accountants of British Columbia, he is now a member of the association
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1 Toronto Street, Suite 200, Toronto, ON M5C 2V6 info@nextedgecapital.com Toll Free: 1.877.860.1080 416.775.3600