Ontario Commission des 22nd Floor 22e étage Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8
January 31, 2022
In the Matter of the Securities Legislation of Ontario (the Jurisdiction)
and
In the Matter of the Process for Cease to be a Reporting Issuer Applications
and
In the Matter of CatchMark Timber Trust, Inc. (the Filer)
Order
Background
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
The Filer owns and operates timberlands located in the United States. The board and management of the Filer are all residents of the United States, and the Filer has no operations, employees or offices in Canada.
The Filer became a reporting issuer on December 11, 2013.
The Filer’s head office is located in Atlanta, Georgia. The Filer identifies the Ontario Securities Commission as the principal regulator for the application because the Ontario Securities Commission was the principal regulator for the Filer’s MJDS prospectus dated December 11, 2013 (the MJDS Prospectus). The Filer originally selected the Ontario Securities Commission as its principal regulator when filing its MJDS Prospectus since the Filer’s Canadian underwriter was located in Ontario.
The Filer has made a good faith investigation to confirm the residency of the holders of its outstanding securities. Based on this investigation, the Filer has concluded that residents of Canada do not: (i) directly or indirectly beneficially own more than 2% of each class or series of outstanding securities, including debt securities, of the Filer worldwide, and (ii) directly or indirectly comprise more than 2% of the total number of securityholders of the Filer worldwide. The investigation conducted by the Filer in support of the foregoing representation is as follows:
a. The Filer obtained a report (the Report) dated April 8, 2021 from Broadridge Financial Solutions Inc. (Broadridge) relating to the beneficial ownership of the Filer’s shares of Class A common stock (the Shares). The Report sets out details regarding beneficial ownership of the Shares based on Broadridge's aggregation of data provided by its intermediary clients. The Filer believes that the Broadridge information is the best readily available information to determine the beneficial holders of Shares.
b. The Filer has estimated the number of beneficial holders by counting the number of beneficial accounts in the Report. The Report includes address information with personally identifiable information removed for, and the amount of Shares held by, each beneficial account. There are certain limitations with this account level information, including: (i) Broadridge’s data is the result of the aggregation of data provided by a very large number of intermediaries and Broadridge is constrained by the information provided to it by intermediaries, (ii) any individual or entity may be the beneficial owner of one or more account(s), (iii) it is not possible to determine whether there is more than one beneficial owner in respect of any given account (e.g., jointly held accounts), and (iv) Broadridge does not have access to all intermediaries through which beneficiaries may hold Shares, but Broadridge estimates that it does have access to the substantial majority of intermediaries.
c. On the basis of the Report and an additional geographic survey provided by Broadridge on November 11, 2021 with a record date of November 4, 2021 (the Geographic Survey), and subject to the limitations discussed above, the Filer has determined that, as of the date of the Report, the total number of registered and beneficial accounts worldwide is 20,580, of which, as of the record date of the Geographic Survey, 112 belong to Canadian residents, representing approximately 0.54% of the total number of beneficial holders worldwide identified in the Report.
d. On the basis of the Report and the Geographic Survey and subject to the limitations discussed above, the Filer has determined that, as of the date of the Geographic Survey, 300,344 Shares are beneficially owned by Canadian residents, representing approximately 0.61% of the issued and outstanding Shares on the basis of a total of 48,888,424 issued and outstanding Shares.
The Filer is not in default of securities legislation in any jurisdiction.
The Filer gave advance notice to Canadian resident securityholders in a news release that it has applied for an order to cease to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer and, if that order is made, the Filer will no longer be a reporting issuer in any jurisdiction of Canada. The Filer did not receive any response regarding the impact on Canadian shareholders.
The Filer currently qualifies as an SEC foreign issuer under National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers and files continuous disclosure reports pursuant to the SEC, the 1933 Act, the 1934 Act, the Sarbanes-Oxley Act of 2002 of the United States and the rules of the New York Stock Exchange (collectively, the U.S. Rules).
The Filer undertakes to concurrently deliver to its Canadian securityholders all disclosure the Filer would be required to deliver to resident securityholders in the United States under the U.S. Rules.
The Filer meets each of the criteria for the modified procedure as set out in section 20 of NP 11-206, namely:
a. The Filer has filed continuous disclosure reports pursuant to the U.S. Rules and the Filer's Shares are listed on the New York Stock Exchange and no other stock exchange. The Filer is not an “OTC reporting issuer" pursuant to Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
b. For the 12 months preceding the application herein, the Filer has not taken any steps that indicate there is a market for its securities in Canada. Specifically, and without restricting the generality of the foregoing, the Filer has not conducted a prospectus offering in Canada, established or maintained a listing on an exchange in Canada or had its securities traded on a marketplace or any other facility in Canada for bringing together buyers and sellers where trading data is publicly traded. The Filer has no current intention to have any of its securities listed, traded or quoted on such a marketplace or facility in Canada or to seek public financing by way of offering its securities in Canada.
Order
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted
“Cecilia Williams” “Craig Hayman”
Commissioner Commissioner
Ontario Securities Commission Ontario Securities Commission