GUERNSEY, Channel Islands (BUSINESS WIRE), 10 August 2012 - Conversus Capital, L.P. (NYSE Euronext Amsterdam: CCAP) (“Conversus”) today reported its estimated net asset value (“NAV”) as of 31 July 2012. Conversus had an estimated NAV per unit of $21.85 as of 31 July representing a 1.3% decrease from $22.14 as of 30 June. The decrease was driven by a unit holder distribution of $0.30 per unit, or $19.5 million in aggregate, paid in July.
Transaction with HarbourVest Structured Solutions II, L.P.
On 2 July 2012, Conversus signed a definitive agreement (the “Purchase Agreement”) with HarbourVest Structured Solutions II, L.P. (“HarbourVest Structured Solutions”) whereby HarbourVest Structured Solutions will acquire Conversus’ subsidiaries that hold Conversus’ gross assets. Pursuant to the Purchase Agreement, HarbourVest Structured Solutions will acquire Conversus’ private equity fund interests and direct co-investments for approximately $1,439.1 million, as adjusted for capital calls and distributions subsequent to 30 April 2012. HarbourVest Structured Solutions will also assume, upon each closing, the unfunded commitments of the private equity fund interests that are transferred at such closing, as adjusted for capital calls since 30 April. HarbourVest Structured Solutions is not acquiring Conversus’ directly held public equity securities or net cash.
Liquidation Basis of Accounting
Conversus has adopted the liquidation basis of accounting as the result of the transaction with HarbourVest Structured Solutions. Upon the completion of all closings pursuant to the Purchase Agreement and the completion of a subsequent liquidation period, Conversus intends to cease operations. Under the liquidation basis of accounting, an accrued liquidation expense liability has been established for all future operating expenses through final liquidation.
(in millions except per unit data)
|31 Jul 2012||30 Jun 2012||% Change|
|Cash and Cash Equivalents||72.7||116.6||(37.7||)%|
|Other Net Assets (Liabilities)||-||(0.5||)||(100.0||)%|
|Accrued Liquidation Expense Liability, net||(28.1||)||(68.5||)||(59.0||)%|
|Common Units Outstanding||65.1||65.1||-|
|Estimated NAV per Unit||$||21.85||$||22.14||(1.3||)%|
Liquidity and Capital Resources
For the month ended 31 July, Conversus received $29.7 million in distributions and funded $12.6 million in capital calls, resulting in net positive portfolio cash flow of $17.1 million. As of 31 July, Conversus had a cash balance of $72.7 million, total net liabilities of $28.1 million and unfunded commitments of $349.3 million.
Details regarding Conversus’ investment portfolio can be accessed on Conversus’ website at www.conversus.com in the Investment Portfolio section, or by following this link: http://www.conversus.com/investment+portfolio/.
Acquisition of Investment Manager
On 20 July, Conversus completed the acquisitions of Conversus Asset Management LLC (“CAM”) and Conversus Participation Company LLC for a net purchase price of $38.8 million. HarbourVest Structured Solutions will reimburse Conversus for up to $25.0 million of the purchase price.
About Conversus Capital
Conversus is a publicly traded portfolio of third party private equity funds. Upon the completion of all closings pursuant to the Purchase Agreement and the completion of a subsequent liquidation period, Conversus intends to cease operations.
This press release is not an offer to sell, or a solicitation of an offer to buy, securities in the United States or elsewhere. Securities may not be sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Conversus is not a registered investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and the resale of Conversus securities in the United States or to U.S. persons other than to qualified purchasers as defined in the Investment Company Act is prohibited. Conversus does not intend to register any offering in the United States or to conduct a public offering of its securities in the United States. Conversus is an authorised closed-ended investment scheme for Guernsey regulatory purposes. Conversus is registered with the Netherlands Authority for the Financial Markets as a collective investment scheme which may offer participation rights in the Netherlands pursuant to article 2:66 of the Financial Market Supervision Act (Wet op het financieel toezicht). Past performance is not necessarily indicative of future results.
The common units and related restricted depositary units of Conversus are subject to a number of ownership and transfer restrictions. Information concerning these ownership and transfer restrictions is included in the Investor Relations section of Conversus’ website at www.conversus.com.