UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 17, 2015

 

 

ALLIED NEVADA GOLD CORP.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware		1-33119		20-5597115
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

9790 Gateway Drive, Suite 200 Reno, Nevada		89521
(Address of principal executive offices)		(Zip Code)

(775) 358-4455

(Registrant’s Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

---

Item 1.01.

Entry into a Material Definitive Agreement.

As previously disclosed, on March 10, 2015, Allied Nevada Gold Corp. (the “Company” or “Allied Nevada”), a Delaware corporation, and certain of its domestic direct and indirect subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Filing”) under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). During the pendency of the Bankruptcy Filing, the Debtors are operating their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

On July 23, 2015, the Debtors entered into an amended and restated restructuring support agreement (the “Amended RSA”) with (i) certain holders of the Company’s CDN $400 million 8.75% senior unsecured notes due 2019, issued by Allied Nevada pursuant to that certain indenture dated as of May 25, 2012 by and between Allied Nevada and Computershare Trust Company of Canada and (ii) the Company’s secured bank lenders.

On September 17, 2015, the Debtors obtained a waiver (the “Waiver”) from the Requisite Consenting Noteholders (as defined in the Amended RSA) and the Requisite Secured Lenders (as defined in the Amended RSA), providing that they shall grant all waivers and consents that may be necessary or required under the Amended RSA to waive the Creditor Party Termination Event arising under Section 5(a)(vi) of the Amended RSA as a result of the Bankruptcy Court granting relief terminating the automatic stay (as set forth in section 362 of the Bankruptcy Code) with respect to those assets set forth on Schedule A of Exhibit 10.1 attached hereto.

The foregoing description of the Waiver is qualified in its entirety by reference to the Waiver attached hereto as Exhibit 10.1 and incorporated herein by reference. Please see the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2015 for further information on, and a copy of, the Amended RSA.

 

Item 8.01.

Other Events.

On March 12, 2015, in connection with the Bankruptcy Filing, the Company entered into a Secured Multiple Draw Debtor-in-Possession Credit Agreement (as amended by that certain Waiver and Amendment No. 1, dated as of May 7, 2015, that certain Waiver No. 2, dated as of June 8, 2015, and as further amended, waived or otherwise modified from time to time prior to the date hereof, the “DIP Credit Agreement”), among the Company, as borrower, the direct and indirect subsidiaries of the Company party thereto from time to time, as guarantors (together with the Company, the “Obligors”), Wilmington Savings Funds Society, FSB, as administrative agent and collateral agent and the lenders from time to time party thereto. On September 17, 2015, the Company was informed that majority DIP lenders agreed to waive any default or event of default and any anticipated default or event of default arising solely under Section 13.1(w)(i)(D), Section 13.1(w)(x) and Section 13.1(w)(xix) of the DIP Credit Agreement directly as a result of any non-payment of certain capital lease obligations of the Obligors and the lifting of the automatic stay, in each case, solely with respect to the same assets that are set forth on Schedule A of Exhibit 10.1 attached hereto.

 

2

---

On September 18, 2015, the Company was informed that, effective September 11, 2015, the majority DIP lenders agreed to waive any default or event of default and any anticipated default or event of default arising solely out of non-compliance with Section 11.1(jj) of the DIP Credit Agreement, solely with respect to the Obligors’ failure to complete construction of the Hycroft Demonstration Plant (as defined therein) within six (6) months after the Closing Date (as defined therein) and at a cost not greater than $2,500,000; provided that such waiver will cease to be effective if the construction of Hycroft Demonstration Plant is not completed on or prior to October 12, 2015 or the cost of completing the Hycroft Demonstration Plant exceeds $3,000,000.

Please see the Company’s Current Report on Form 8-K filed with the SEC on March 10, 2015 for further information on, and a copy of, the DIP Credit Agreement.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.		Exhibit
Exhibit 10.1		Waiver to Amended and Restated Restructuring Support Agreement, dated as of September 17, 2015

 

3

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: September 21, 2015				Allied Nevada Gold Corp.
				By:		/s/ Stephen M. Jones
						Stephen M. Jones
						Executive Vice President and Chief Financial Officer

 

4

---

Exhibit Index

 

Exhibit No.		Exhibit
Exhibit 10.1		Waiver to Amended and Restated Restructuring Support Agreement, dated as of September 17, 2015

 

5

Exhibit 10.1

WAIVER TO AMENDED AND RESTATED

RESTRUCTURING SUPPORT AGREEMENT

This WAIVER TO AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”) is made as of September 17, 2015 (the “Waiver Effective Date”), by and among (a) Allied Nevada Gold Corp., a Delaware corporation (“ANV”), and its undersigned direct and indirect subsidiaries (together with ANV, the “Debtors”), (b) the Requisite Consenting Noteholders (as defined in the Amended RSA (as defined below)), and (c) the Requisite Secured Lenders (as defined in the Amended RSA). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amended RSA.

PRELIMINARY STATEMENTS:

WHEREAS, on July 23, 2015, the Debtors entered into that certain Amended and Restated Restructuring Support Agreement (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Amended RSA”) with the entities party thereto as “Creditor Parties” thereunder, which amended and restated in its entirety that certain Restructuring Support Agreement, dated as of March 10, 2015, pursuant to which the Debtors and such Creditor Parties agreed to implement a restructuring and reorganization as set forth in the Modified Plan;

WHEREAS, the Debtors have requested that the Requisite Consenting Noteholders and the Requisite Secured Lenders grant certain waivers and consents under the Amended RSA, as set forth herein; and

WHEREAS, the Requisite Consenting Noteholders and the Requisite Secured Lenders are willing to grant such consents and waivers on the terms, subject to the conditions and in reliance on the representations and warranties set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Waiver of Creditor Party Termination Event. Effective as of the Waiver Effective Date, the Requisite Consenting Noteholders and the Requisite Secured Lenders grant all waivers and consents that may be necessary or required under the Amended RSA to waive the Creditor Party Termination Event arising under Section 5(a)(vi) of the Amended RSA as a result of the Bankruptcy Court granting relief terminating the automatic stay (as set forth in section 362 of the Bankruptcy Code) with respect to those assets set forth on Schedule A annexed hereto.

2. Continued Effect of the Amended RSA. Except as expressly provided herein, this Agreement shall not, by implication or otherwise, alter, modify, amend or in any way affect any of the obligations or covenants contained in the Amended RSA, all of which are ratified and confirmed in all respects by the parties hereto and shall continue in full force and effect.

 

-1-

---

3. Effectiveness. This Agreement shall become effective and binding upon the Debtors and the Creditor Parties on the Waiver Effective Date; provided, however, that signature pages executed by the Creditor Parties shall be delivered to (i) other Creditor Parties in a redacted form that removes the Creditor Parties’ holdings of Claims and Interests, and (ii) the Debtors in an unredacted form; provided further, however, that the Debtors shall execute and deliver to the Creditor Parties this Agreement concurrently with the execution by the Creditor Parties.

With respect to any Creditor Party that becomes or has become a party to the Amended RSA by executing and delivering a Joinder Agreement after the Waiver Effective Date, this Agreement shall become effective and binding as to such Creditor Party at the time such Joinder Agreement is delivered to the Debtors.

4. Entire Agreement. This Agreement, together with the Amended RSA, constitutes the entire agreement of the parties hereto, and supersedes all other prior negotiations, with respect to the subject matter hereof. Except as modified by this Agreement, the Amended RSA shall continue in full force and effect. Each reference to the Amended RSA hereafter made in any document, agreement, instrument, notice or communication shall mean and be a reference to the Amended RSA as modified hereby.

5. Severability. If any provision of this Agreement, or the application of any such provision to any Person or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof shall continue in full force and effect.

6. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Agreement may be delivered by facsimile or otherwise, which shall be deemed to be an original for the purposes of this Section 6.

7. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

[Remainder of Page Intentionally Left Blank]

 

-2-

---

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed and delivered by their respective duly authorized officers, solely in their respective capacity as officers of the undersigned and not in any other capacity, as of the Waiver Effective Date.

 

---

---

---

---

---

Schedule A

 

Lessor		Equipment Description
CIT Financial LLC		Komatsu 930E-4 Haul Truck – Serial # A31599
CIT Financial LLC		Komatsu 930E-4 Haul Truck – Serial # A31604
Capital One Equipment Finance Corp. f/k/a All Points Capital Corp.		Hitachi EX5500-S6 Hydraulic Mining Shovel/Excavator, Serial No. HCM18N00J00001052