Overview
The Catalyst Group Inc. (together with affiliated entities, “Catalyst,” “Adviser,” or the “Firm”)
is a Toronto-based private equity investment management firm founded in 2002 that specializes
in control and/or influence investments in distressed and under-valued Canadian related
situations. The Firm serves as the investment adviser for and provides discretionary investment
advisory services to private funds exempt from registration under the Investment Company Act
of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment
Company Act”). Catalyst is owned by its principals, Newton Glassman and Gabriel de Alba.
Catalyst currently manages Catalyst Fund Limited Partnership II, Catalyst Fund Limited
Partnership III, Catalyst Fund Limited Partnership IV, Catalyst Fund Limited Partnership V,
Catalyst Fund II Parallel Limited Partnership, Catalyst Fund IV Parallel Limited Partnership (the
“Funds”). Each Fund is managed by an affiliated general partner which has the authority to
make investment decisions on behalf of the Fund (the “General Partner”). The General Partner
operates pursuant to Catalyst’s registration as an investment adviser under the Investment
Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the
“Advisers Act”) in accordance with guidance from the SEC’s staff. While the General Partner
maintains ultimate authority over the Fund, Catalyst has been designated the role of investment
manager of the Fund.
Catalyst provides investment advisory services as a private equity manager to the Funds.
Interests in the Funds are privately offered to qualified investors in Canada, the United States and
other countries. Catalyst’s investment advisory services to the Funds consist of identifying and
evaluating investment opportunities, negotiating the terms of investments, managing and
monitoring investments, and ultimately selling such investments. Investments are made
predominantly in nonpublic companies and across the capital structure, although investments in
public companies are permitted in certain cases. Senior principals, other Firm personnel and/or
third parties appointed by Catalyst generally serve on the boards of directors of the portfolio
companies or otherwise act to influence or control
management of portfolio companies held by
the Fund.
Catalyst does not tailor its advisory services to the individual needs of investors in its Funds; the
Firm’s investment advice and authority for each Fund is tailored to the investment objectives of
that Fund. These objectives are described in the private placement memorandum, limited
partnership agreement, investment advisory agreements, side letters and other governing
documents of the relevant Fund (collectively, the “Governing Documents”). The Firm does not
seek or require investor approval regarding each investment decision.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities. Investors in the Fund participate in the overall investment program for the Fund and
generally cannot be excused from a particular investment except pursuant to the terms of the
applicable Governing Documents.
Catalyst has entered into side letters or similar agreements with certain investors that have the
effect of establishing rights under, or altering or supplementing, the Funds’ Governing
Documents. Rights or terms in any such side letter or other similar agreement may include,
without limitation, (i) excuse, exclusion or withdrawal rights applicable to particular investments
or certain Fund investors (which may increase the percentage interest of other Fund investors in,
and contribution obligations of other Fund investors with respect to, certain investments); (ii)
reporting obligations of the General Partner; (iii) waiver of certain confidentiality obligations;
(iv) consent of the General Partner to certain transfers by such Fund investor; or (v) rights or
terms necessary in light of particular legal, regulatory or public policy characteristics of such
Fund investor. Side letters are negotiated when the relevant investor’s subscription documents
are executed and, once invested in the Fund, investors generally cannot impose additional
investment guidelines or restrictions on the Fund.
Catalyst does not participate in wrap fee programs.
As of December 31, 2023, Catalyst managed approximately $3.6 billion regulatory assets under
management, all of which are managed on a discretionary basis. Catalyst does not manage any
assets on a non-discretionary basis.