12 Jun 2018 07:00
Funds managed by Oaktree Capital Management, L.P. (“Oaktree”), an approximately 19% shareholder of Ranger Direct Lending Fund PLC (LON: RDL) (“Ranger” or “RDLF” or “the Company”), today released an open letter to Ranger shareholders.
The full text of the letter follows:
June 11, 2018
Dear fellow Ranger shareholders,
The Ranger Board announced today that Ares has withdrawn its proposal to be appointed the Company's investment manager and that the Board will now pursue a wind-down. We are pleased that the significant shareholder support for Board change has led Ares to withdraw their proposal and the Board to come to the conclusion that realizing the assets of the Company in an orderly manner is the best way to protect shareholder value.
Board change is imperative for proper oversight of value-maximizing wind-down
Oaktree believes that, now more than ever, new directors are needed to maximize shareholder value in the wind-down. Even the Board has conceded that it will need to appoint additional independent non-executive Directors to oversee the wind-down “following consultation with shareholders”. We urge the Board to put the interest of shareholders first and do the right thing by immediately entering into discussion with Oaktree to add Oaktree’s nominees instead of continuing with a costly, distracting and misguided effort to block highly-qualified, shareholder-supported nominees.
Oaktree’s nominees, Dominik Dolenec and Greg Share, provide much-needed additional oversight and experience to this complex process. Messrs. Share and Dolenec have a combined 40 years of experience in specialty finance, restructuring, and litigation (see Exhibit 1), which will be critical to overseeing an effective and efficient wind-down that maximizes shareholder returns. With the right decision finally having been made to wind down and the voice of shareholders recognized, the most efficient way to ensure success is to elect our nominees at the upcoming meeting.
Shareholders now have the opportunity to elect new, independent and qualified nominees to the Board of Directors, and can do so in a transparent manner without relying on the existing Ranger Board.
The Annual General Meeting takes place on Tuesday, June 19, 2018, and it is important to vote on or before Friday, June 15, 2018 to have your voice heard. We urge shareholders to act now to add the necessary oversight and experience to the Board at such a crucial time for the Company – vote FOR resolutions 8 and 9 for Oaktree’s highly qualified nominees, Greg Share and Dominik Dolenec.
If shareholders have questions, or need assistance in voting shares, please call: Georgeson, +44 (0) 207 019 7032 or email anthony.kluk@georgeson.com.
Sincerely,/s/ Patrick M. McCaneyPatrick M. McCaneyManaging Director and Portfolio ManagerValue EquitiesOaktree Capital Management, L.P.
Exhibit 1
| Specialty Finance | Asset Recovery / Restructuring | Litigation | ||||
| Oaktree Nominees | ||||||
| Dominik Dolenec | Managing Partner and Founder of Emona Capital, a London-based investment and advisory firm. Over 20 years of investment and advisory experience, including complex restructurings and turnarounds, financings and other corporate events. | Deep knowledge and investment experience across European and US direct lending platforms Formerly investor and board member of IFG Group, an invoice finance platform and an RDL investee platform Investor and board observer of TransferGo, a digital remittance payment platform | Led several stressed and distressed credit investments at Elliott Advisors, a global special situation hedge fund with $36 billion of AUM Acted as Chief Restructuring Officer at Brunswick Rail Ltd., with over $700 million of corporate liabilities outstanding | Involved in a number of litigation strategies that formed part of creditor restructurings and other special situation investments at Elliott Advisors | ||
| Greg Share | Managing Partner and Co-Founder of Ambina Partners, LLC, which invests in software and financial services companies. Prior roles include leadership positions at Moelis, Fortress and Madison Dearborn where he focused on the software and financial services sectors. | Deep knowledge and investment experience of direct lending platforms Former Managing Director of Fortress Investment Group, an entity with several direct lending platforms Founding investor and board observer of MidCap Financial, a healthcare focused lending platform grown from start-up and sold to Apollo Global Management | Experience maximizing proceeds from businesses in liquidation or run-off Executed successful strategy as investor and director of Boxclever Ltd, a UK TV rental business purchased in receivership Managed run-off of Alea Group Ltd, a multinational insurer with over $2 billion of assets | |||
| Company Nominees | ||||||
| Christopher Waldron | Chair; 30 years’ experience as asset manager | X | V | X | ||
| Dr Matthew Mulford | HEC-Paris professor; LSE senior research fellow | X | X | X | ||
| Jonathan Schneider | Entrepreneur and investor | V | V | X | ||
| K Scott Canon | Founder and CEO of Ranger Capital | X | X | X | ||
About Oaktree
Oaktree is a leader among global investment managers specializing in alternative investments, with $121 billion in assets under management as of March 31, 2018. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. The firm has over 900 employees and offices in 18 cities worldwide. For additional information, please visit Oaktree’s website at http://www.oaktreecapital.com/.
Sard Verbinnen & CoJohn Christiansen, +1-415-618-8750jchristiansen@sardverb.comorConrad Harrington+44 (0) 20 3178 8914charrington@sardverb.com
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