VANCOUVER, British Columbia,
March 13, 2017 /PRNewswire/ --
NOT FOR DISTRIBUTION TO ANY PERSON
LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF
AN OFFER TO SELL ANY SECURITIES
First Quantum Minerals Ltd. (the "Company") (TSX:FM) announces
today that it is offering to purchase for cash (i) any and all of
its US$350,000,000 aggregate
principal amount outstanding 7.25% Senior Notes due 2019 (the "2019
Notes") and (ii) any and all of its US$1,120,498,000 aggregate principal amount
outstanding 6.75% Senior Notes due 2020 (the "2020 Notes", and
together with the 2019 Notes, the "Notes") from holders of the
Notes ("Holders"), as further described in the offer to purchase
dated March 13, 2017 to be
distributed to Holders. The offer to purchase the 2019 Notes
(the "2019 Notes Offer") and the offer to purchase the 2020 Notes
(the "2020 Notes Offer") are collectively referred to herein as the
"Offers". The terms and conditions of the Offers are
described in the Offer to Purchase and the related Notice of
Guaranteed Delivery. Capitalized terms used but not otherwise
defined in this press release shall have their meanings given to
them in the Offer to Purchase.
The Offers will expire at 5:00
p.m., New York City time,
on March 17, 2017, unless extended by
the Company (the "Expiration Date"). Holders who validly tender
their Notes and do not validly withdraw their Notes on or prior to
the Expiration Date, and which Notes are accepted for purchase by
the Company, will be eligible to receive the applicable "Notes
Consideration" (indicated below). Tendered Notes may be withdrawn
at any time at or prior to the Expiration Date.
2019 Notes Offer
Description of the 2019 Notes: 7.25% Senior Notes due 2019
CUSIP / ISIN for Reg S 2019 Notes: C3535CAB4 / USC3535CAB49
CUSIP / ISIN for Rule 144A 2019 Notes: 335934AA3 / US335934AA33
Principal Amount Outstanding: US$350,000,000
Notes Consideration: US$1,038.50 per US$1,000 principal
amount, excluding Accrued Interest
Authorized Denomination: US$200,000 and integral multiples of
US$1,000 in excess thereof
2020 Notes Offer
Description of the 2020 Notes: 6.75% Senior Notes due 2020
CUSIP / ISIN for Reg S 2020 Notes: C3535CAC2 / USC3535CAC22
CUSIP / ISIN for Rule 144A 2020 Notes: 335934AD7 / US335934AD71
Principal Amount Outstanding : US$1,120,498,000
Notes Consideration: US$1,036.00 per US$1,000 principal
amount, excluding Accrued Interest
Authorized Denomination: US$2,000 and integral multiples of
US$1,000 in excess thereof
Provided the conditions to the applicable Offer have been
satisfied or waived, the Company will pay the applicable Notes
Consideration with respect to Notes validly tendered and accepted
for purchase promptly after the Expiration Date, which is expected
to be the third business day following the Expiration Date (the
"Settlement Date"), unless the applicable Offer is extended or
terminated by the Company. In addition, Holders who validly
tender and do not validly withdraw their Notes in the Offers will
be paid a cash amount equal to accrued and unpaid interest from the
last interest payment date up to, but not including, the applicable
Settlement Date ("Accrued Interest"). Notes purchased in the
Offers will be retired and cancelled.
Notes may be tendered and accepted for payment only in principal
amounts equal to authorized denominations described above. Holders
who tender less than all of their 2019 Notes or 2020 Notes, as
applicable, must continue to hold such Notes in the applicable
minimum authorized denomination.
The purpose of the Offers is to acquire any and all of the
aggregate principal amount of the outstanding Notes as part of a
refinancing transaction (the "Refinancing") pursuant to which the
Company expects to issue, on or prior to the Settlement Date (the
"New Notes Issuance") new senior notes (the "New Notes") on terms
and conditions reasonably satisfactory to the Company. The proceeds
of the New Notes will be used, inter alia, to purchase Notes
pursuant to the Offers and redeem Notes not tendered in the Offers
pursuant to the Redemption (as defined below). There can be
no assurance that the Company will be able to complete the New
Notes Issuance and satisfy the Financing Condition (as defined
below).
Subject to the satisfaction of the Financing Condition (as
defined below), the Company intends to redeem the 2019 Notes and
2020 Notes that are not validly tendered and accepted for purchase
in the Offers in accordance with the terms of the applicable
Indenture (as defined below) governing such Notes, at the then
applicable redemption prices of 103.625% and 103.375%,
respectively, plus accrued and unpaid interest to (but not
including) the applicable date of redemption, in each case on or
about the 30th day following the issuance of a
redemption notice (the "Redemption"). The Company intends to
deposit amounts required to fund the Redemption into account(s)
designated by the Trustee, in accordance with the satisfaction and
discharge provisions of the Indentures, on the applicable
Settlement Date. For the avoidance of doubt, this release
does not constitute a notice of redemption.
The consummation of the Offers and the
Company's obligation to accept for purchase, and to
pay for, Notes validly tendered (and not validly withdrawn)
pursuant to the Offers are subject to the satisfaction of or waiver
of the following conditions: (a) the successful completion by the
Company of the New Notes Issuance, the proceeds of which will be
sufficient to (i) fund the purchase of all outstanding Notes in the
Offers, (ii) fund the Redemption and (iii) pay all fees and
expenses associated with the New Notes Issuance, the Offers and the
Redemption, all on terms and conditions acceptable to the Company
in its sole discretion (the "Financing
Condition"); and (b) satisfaction of the other
conditions set forth in the Offer to Purchase. The Company reserves
the right to amend or waive any of the conditions of either or both
Offers, in whole or in part, at any time or from time to time, in
its sole discretion.
There can be no assurance that the Company will be able to
complete the New Notes Issuance and satisfy the Financing
Condition. The Company intends to redeem Notes that are not
tendered and accepted for purchase in the Offers pursuant to the
Redemption.
Subject to applicable laws, the Company reserves the right,
with respect to either or both of the Offers, (i) to waive or
modify in whole or in part any and all conditions to the Offers,
(ii) to extend the Expiration Date with respect to the Offers,
(iii) to modify or terminate the Offers, (iv) to decrease the
principal amount of the relevant Notes subject to the Offers, or
(v) to otherwise amend the Offers in any respect.
Barclays Capital Inc., BNP Paribas and J.P. Morgan Securities
LLC are acting as "Dealer Managers" for the Offers. In connection
with the Offers, Lucid Issuer Services Limited has been appointed
as tender agent and as information agent (in such capacities, the
"Tender and Information Agent"). Holders with questions about the
Offers should contact the Dealer Managers or the Tender Agent. Any
extension, amendment or termination of the Tender Offers shall be
published by the Company by press release or notice to the Tender
and Information Agent.
None of the Company, the Dealer Managers, the Tender and
Information Agent or any of their affiliates are making any
recommendations to the Holders as to whether to tender or refrain
from tendering their Notes in the Offers. Holders must decide
how many Notes they will tender, if any.
Holders who have Notes registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must
contact, and issue appropriate instructions to, such broker,
dealer, commercial bank, trust company or other nominee if such
Holder desires to tender those Notes. The deadlines set by the
clearing systems for submission of tender instructions may be
earlier than the relevant deadlines specified in the Offer to
Purchase.
Copies of the Offer to Purchase can be obtained by Holders from
the Tender and Information Agent at the telephone number below.
DISCLAIMER
The distribution of the Offer to Purchase in certain
jurisdictions may be restricted by law. Persons into whose
possession the Offer to Purchase comes are required by the Company,
the Dealer Managers and the Tender and Information Agent to inform
themselves about, and to observe, any such restrictions.
This announcement is neither an offer to purchase nor the
solicitation of an offer to sell any of the securities described
herein, nor shall there be any offer or sale of such securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful. The Offers are made solely pursuant to the Offer to
Purchase.
This announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase contain
important information which should be read carefully before any
decision is made with respect to the Offers. If any Holder is
in any doubt as to the action it should take, it is recommended
that such Holder seek its own financial and legal advice, including
as to any tax consequences, immediately from its stockbroker, bank
manager, solicitor, accountant or other independent financial or
legal adviser. Any individual or company whose Notes are held
on its behalf by a broker, dealer, bank, custodian, trust company
or other nominee or intermediary must contact such entity if it
wishes to tender Notes in the Offers.
Any deadlines set by any intermediary will be earlier than the
deadlines specified in the Offer to Purchase.
Questions, requests for assistance and requests for additional
copies of the Offer to Purchase or the related Notice of Guaranteed
Delivery may be directed to the Tender and Information Agent or the
Dealer Managers at their addresses set forth below.
Copies of the Offer to Purchase and the Notice of Guaranteed
Delivery are also available at the following web address:
http://www.lucid-is.com/fqm
The Tender and Information Agent for the Offers
is: Lucid Issuer Services Limited, Tankerton Works,
12 Argyle Walk, London WC1H 8HA,
United Kingdom, Telephone: +44 20
7704 0880, Fax: +44 20 3004 1590, Attention: Thomas Choquet, Email: fqm@lucid-is.com
The Dealer Managers for the Offers are: Barclays
Capital Inc., 745 Seventh Avenue, New
York, New York 10019, United
States of America, Attn: Liability Management Group, U.S.
Collect: +1 (212) 528-7581, U.K. Collect : +44 20 3134-8515,
Email: liability.management@barclays.com; BNP Paribas, 10
Harewood Avenue, London NW1 6AA,
United Kingdom, Attn: Liability
Management Group, U.K. Collect: +44 20 7595-8668, Email:
liability.management@bnpparibas.com; and J.P. Morgan Securities
LLC, 383 Madison Avenue, 3rd Floor, New York, New York 10179, United States of America, Attn: Liability
Management Group, U.S. Collect: +1 (212) 834-3424, U.S. Toll Free:
+1 (866) 834-4666, Email: JPM_LM@jpmorgan.com
SOURCE First Quantum Minerals Ltd