Financier Newton Glassman fired a legal salvo at rivals and filed paperwork for a long-promised sale of its casino business on Tuesday, ahead of an annual meeting of investors in his private equity fund, Catalyst Capital Group Inc.
Catalyst, founded by Mr. Glassman, is embroiled in a litigation battle that started with his claim that rival fund manager West Face Capital Inc. and a number of hedge funds and newspaper reporters were part of a “wolf pack conspiracy” of short-sellers that targeted one of Mr. Glassman’s companies. Catalyst manages approximately $5-billion for pension plans, endowments and wealthy individuals.
West Face and its founder, Greg Boland, denied the wolf pack conspiracy allegation and in turn filed a $550-million counterclaim against Catalyst and its publicly traded arm, Callidus Capital Inc., alleging defamation and damages. In a defence to West Face’s counterclaim, Catalyst said Tuesday in a court filing that any financial or reputational hardship West Face says it has suffered is of its own making, due to poor investment performance, and not the result of accusations levelled by Catalyst and Callidus.
“West Face’s losses and lack of business success have nothing to do with the Catalyst defendants. They are solely attributable to West Face’s own mismanagement and ineptitude,” Toronto-based Catalyst said in its new defence statement. It is the latest instalment of a bitter legal dispute that is being fought on several fronts, and has seen Catalyst employ corporate spies and sting operations against both rival fund managers and an Ontario judge.
The legal volleys started after West Face’s acquisition of Wind Mobile in 2014, a deal that followed Catalyst’s own talks to buy the cellular phone company. Toronto-based West Face bought Wind Mobile for about $300-million and sold it to Shaw Communications Ltd. about 18 months later for $1.6-billion.
The initial suit that has led to Tuesday’s statement from Mr. Glassman’s companies followed a Wall Street Journal story in August, 2017, about whistle-blower complaints to the Ontario Securities Commission, accusing Catalyst and Callidus of fraud. Mr. Glassman contends that Callidus was the target of a campaign of short-sellers, which he calls a wolf pack, to drive down Callidus’s stock price and profit from the drop.
“The claim addresses serious allegations of market distortion and the use of short-selling to wreak havoc on the capital markets in particular in relation to Callidus,” the defence claim said.
In response to the latest suit, West Face said Tuesday in a statement: “Catalyst’s defence to West Face’s counterclaim rehashes allegations previously advanced by Catalyst in its four prior lawsuits against West Face. Each of those lawsuits has either been determined against Catalyst or Catalyst has taken no steps to advance the claims to trial. Consistent with its prior litigation against West Face, West Face believes that the principal aim of Catalyst’s latest pleading is to tarnish West Face’s reputation, but West Face is fully committed to meeting – and disproving – Catalyst’s allegations in court at the earliest possible date.”
To date, Mr. Glassman has a losing record in his legal campaigns against West Face. Catalyst accused one of its former analysts who was subsequently hired by West Face of passing on proprietary and confidential information about its Wind Mobile bid. The suit was unsuccessful, with the trial judge ruling that Mr. Glassman’s testimony was difficult to rely on. In February, Mr. Glassman lost an appeal of the decision, and Justice Glenn Hainey of the Ontario Superior Court ruled that Catalyst engaged in “an abuse of process.” Catalyst has sought leave to appeal to the Supreme Court of Canada.
Separately, Catalyst said Tuesday that “it will confidentially submit a draft registration statement” to the U.S. Securities and Exchange Commission to pave the way for a initial public offering from Burnaby, B.C.-based Gateway Casinos & Entertainment Ltd., one of Canada’s largest gambling companies.
Catalyst acquired Gateway in 2010 and first tried to take the company public in Canada in 2012, but pulled the offering when it could not obtain the valuation it wanted. Since then, Gateway has expanded across Canada – it now operates 27 facilities – and has improved its debt position through the sale and leaseback of Vancouver-area properties. In recent months, Catalyst attempted to sell Gateway to another casino company or private-equity fund. The focus has now shifted to listing Gateway on a U.S. stock exchange.
All of this activity is taking place two days before Catalyst is scheduled to hold its annual investor meetings in Toronto. There, executives will discuss the performance of funds amid lingering questions over Catalyst’s ability to cash out of portfolio companies in a timely manner, at valuations that Mr. Glassman has touted in the past.
The meetings are set for Sept. 27 and 28, though Mr. Glassman’s attendance is not assured due to severe lower back pain that, earlier this year, prompted him to step back from his duties as Callidus’s chief executive officer and miss the company’s recent annual meeting. Mr. Glassman has maintained his duties at Catalyst, according to the company.
Questions remain over the fate of Catalyst-owned Therapure Biopharma Inc., which had announced a deal to sell part of its business to a Chinese consortium led by 3SBio Inc. for US$290-million in September, 2017. However, the consortium, which also included China’s Citic Private Equity Funds Management Co., disbanded in April before the deal could close. Catalyst said in June that 3SBio and Therapure were still working to close a deal, but there has yet to be an announcement.
Jeffrey Jones
Andrew Willis