Catalyst Fund Limited Partnership II Announces Intention to Oppose Consent Solicitation by IMAX Corporation.Other noteholders of 9.625% Senior Notes Due 2010 join Catalyst in opposition; S&P and Moody's place IMAX IMAX Noun a film projection process that produces an image ten times larger than standard ratings under review as accounting irregularities not yet contained TORONTO -- Catalyst Fund Limited Partnership II, a significant holder of senior notes (9.625% Senior Notes Due 2010) in IMAX Corporation, announces its intention to oppose IMAX's consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with seeking waiver of reporting defaults. Catalyst is working with a group of bondholders (together, the "Opposing Bondholders") to ensure the serious issues attendant to the consent solicitation and IMAX's financial reporting failures are addressed. Other noteholders of 9.625% Senior Notes Due 2010 are urged to contact Catalyst. As noted above, the waiver request comes at a time when the ratings agencies have put the credit rating of the bonds under negative review and the Opposing Bondholders are most concerned that the impact of the financial restatements is not yet contained and will further deteriorate the credit quality of the bonds. On April 3, 2007, IMAX Corporation commenced a formal consent solicitation seeking a waiver and related amendments of the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. governing the company's 9.625% Senior Notes Due 2010, in order to extend the deadline to file its Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2006 and all other reports required to be filed by it under the Securities Exchange Act of 1934, until May 31, 2007 or, at its election, until June 30, 2007 (the "Consent Solicitation"). IMAX's media release accompanying the consent solicitation claims the company already has obtained 67% of the consents necessary to effectuate ef·fec·tu·ate tr.v. ef·fec·tu·at·ed, ef·fec·tu·at·ing, ef·fec·tu·ates To bring about; effect. [Medieval Latin effectu the waiver and amend the bond indenture Bond indenture Contract that sets forth the promises of a bond issuer and the rights of investors. bond indenture See indenture. . The Opposing Bondholders contend that there are at least two serious flaws in the consent solicitation itself, in addition to at least three serious concerns regarding the process and circumstances under which IMAX has undertaken to obtain the waiver and amend the bond indenture. The Opposing Bondholders contend that the waiver and amendment sought pursuant to the consent solicitation are broader than portrayed by IMAX in its public statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the waiver. Set forth nearly halfway through the consent solicitation is the proposed waiver, which purports to waive To intentionally or voluntarily relinquish a known right or engage in conduct warranting an inference that a right has been surrendered. For example, an individual is said to waive the right to bring a tort action when he or she renounces the remedy provided by law for such "any Past Default or Event of Default" arising out of IMAX's failure to comply with the Section 1019 reporting provisions of the indenture. Given that the company has publicly acknowledged potentially serious accounting and reporting issues spanning six years or more, it is unclear whether the requested waiver is intended to cover not only the current Annual Report on Form 10-K but any other potential defaults arising out any infirmities in prior financial reporting. The Opposing Bondholders also contend that the proposed 1% consent fee is woefully woe·ful also wo·ful adj. 1. Affected by or full of woe; mournful. 2. Causing or involving woe. 3. Deplorably bad or wretched: insufficient even if the waiver were limited to the reporting requirements for the year ended December 31, 2006. Further, the Opposing Bondholders intend to explore any potential wrongdoing wrong·do·er n. One who does wrong, especially morally or ethically. wrong do by IMAX in connection with the company's delay in
advising noteholders of IMAX's inability to meet its financial
reporting deadlines. On March 16, 2007, the company filed with the
Securities and Exchange Commission a Form 12b-25 Notification of Late
Filing, and indicated that its Form 10-K filing was expected to be made
within a 15-day grace period. Despite making that indication publicly,
IMAX apparently sought, only days later, a waiver under its bank credit
agreement--prior to advising the noteholders or the public generally
that it would be unable to file its Form 10-K within the 15-day grace
period. IMAX's actions raise serious questions for the Opposing
Bondholders, both in respect of the veracity veracity (vn of the company's statements in its initial 12b-25 Notification of Late Filing and its subsequent failure to promptly notify the market of its inability to meet the requisite deadlines. Finally, IMAX's apparent solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of only certain bondholders prior to initiation of the formal consent solicitation raises serious concerns about the process undertaken by IMAX and potential violation of the indenture terms. The Opposing Bondholders intend to explore fully these issues, including with respect to the validity of the purported pre-solicitation consents. The Opposing Bondholders also have concerns about the circumstances and the state of facts known by the company's board of directors and management at the time of the recent negotiation of the compensation agreements for the co-chief executive officers. For these reasons, Catalyst intends to withhold its consent. Noteholders interested in addressing these significant issues should contact the Opposing Bondholders, represented by Catalyst. |
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