YAMANA GOLD INC. (TSX: YRI; NYSE: AUY) (“Yamana” or “the Company”)
today announced the Reference Yields and Consideration payable in
connection with its previously announced cash Tender Offer for its
4.78% Senior Notes due 2023 (Series B), 4.95% Senior Notes due 2024
and 4.625% Senior Notes due 2027 (collectively, the “Fixed Spread
Notes”). Capitalized terms used but not otherwise defined in this
press release have the meanings given to those terms in Yamana’s
Offer to Purchase dated July 5, 2019 (the “Offer to Purchase”).
The table below sets forth the Reference Yield
for each series of Fixed Spread Notes based on the bid-side price
of the applicable UST Reference Security as displayed at 2:00 p.m.,
New York City time, on August 5, 2019 on the relevant Bloomberg
reference page specified in the Offer to Purchase and the
Consideration payable for each $1,000 in principal amount of Fixed
Spread Notes tendered, subject to the terms and conditions of the
Offer to Purchase.
Title of Notes |
CUSIP / PPNNumber |
PrincipalAmountOutstanding |
AcceptancePriority Level |
UST ReferenceSecurity |
ReferenceYield (1) |
Fixed Spread (bps) |
Tender Offer Yield |
Consideration(2)(3) |
Accrued Interest (2) |
4.78% Senior Notes due 2023
(Series B) |
98462YC#5 |
$261,054,091.58 |
1 |
1.75% UST dueJune 30, 2024 |
1.536% |
130 |
2.836% |
$1,070.27 |
$5.58 |
|
|
|
|
|
|
|
|
|
|
4.95% Senior Notes due 2024 |
98462YAB6 98462YAA8 C98883AA6 |
$500,000,000.00 |
2 |
1.75% UST due June30, 2024 |
1.536% |
130 |
2.836% |
$1,091.97 |
$3.71 |
4.625%
Senior Notes due 2027 |
98462YAD2 |
$300,000,000.00 |
3 |
2.375% UST dueMay 15, 2029 |
1.733% |
185 |
3.583% |
$1,072.63 |
$7.32 |
- Based on the Reference Yield of the applicable UST Reference
Security as of 2:00 p.m., New York City time on August 5, 2019 as
determined by the Dealer Managers, and excludes accrued and unpaid
interest.
- Per $1,000 principal amount of Fixed Spread Notes tendered
and accepted for purchase.
- Includes the Early Tender Payment of $30 per $1,000 principal
amount of 4.95% Senior Notes due 2024 and 4.625% Senior Notes due
2027 payable for notes tendered prior to the Early Tender Date. Any
4.95% Senior Notes due 2024 or 4.625% Senior Notes due 2027
tendered after the Early Tender Date will not receive the
Consideration set forth in the table above and will instead receive
an amount per $1,000 principal amount of 4.95% Senior Notes due
2024 or 4.625% Senior Notes due 2027 equal to the applicable
Consideration set forth in the table above less the Early Tender
Payment.
Any 4.78% Senior Notes due 2023 (Series B)
validly tendered at or prior to 5:00 p.m., New York City time, on
August 7, 2019 (the “Expiration Date”) will be eligible to receive
the Consideration set forth in the table above. Any 4.95% Senior
Notes due 2024 or 4.625% Senior Notes due 2027 validly tendered and
not validly withdrawn before the Early Tender Date will be eligible
to receive the applicable Consideration set forth in the table
above, which includes the Early Tender Payment, and any 4.95%
Senior Notes due 2024 or 4.625% Senior Notes due 2027 validly
tendered after the Early Tender Date but at or prior to the
Expiration Date will be eligible to receive the applicable
Consideration set forth in the table above less the Early Tender
Payment, in each case subject to the Public Notes Cap, Acceptance
Priority Levels applicable to the relevant series and to proration,
as described in the Offer to Purchase.
In addition to the applicable Consideration set
forth in the table above, Holders of Notes accepted for purchase
will receive accrued and unpaid interest on those Notes from the
last interest payment date with respect to those Notes to, but not
including, the Settlement Date, which will be August 12, 2019
unless, in respect of the Public Notes, the Tender Offer is
extended.
Yamana expressly reserves the right, in its sole
discretion, subject to applicable law, to terminate the Tender
Offer for the Public Notes at any time prior to the Expiration
Date. The Tender Offer is not conditioned on any minimum principal
amount of Notes being tendered but the Tender Offer for the 4.95%
Senior Notes due 2024 and 4.625% Senior Notes due 2027 is subject
to certain conditions as described in the Offer to Purchase,
including the Public Notes Cap, Acceptance Priority Levels
applicable to the relevant series and to proration, as described in
the Offer to Purchase.
For all details regarding the Tender Offer for
the Public Notes and the Private Notes, investors should refer to
the Offer to Purchase. For additional information regarding the
terms of the Tender Offers, please contact the Dealer Managers at
RBC Capital Markets, LLC at (877) 381-2099 (toll-free) or (212)
618-7843 (collect) or at BofA Merrill Lynch at (888) 292-0070
(toll-free) or (980) 387-3907 (collect). Requests for documents and
questions regarding the tendering of Public Notes may be directed
to D.F. King & Co., Inc. either by email at yamana@dfking.com,
or by phone (212) 269-5550 (for banks and brokers only) or (866)
521-4487 (for all others toll free). Questions regarding the
tendering of Private Notes may be directed to AST Trust Company
(Canada) by phone (416) 682-3860 or 1-800-387-0825 (toll free).
Yamana expressly reserves the right, in its sole discretion,
subject to applicable law, to terminate or amend the Tender Offer
for the Public Notes.
This press release does not constitute an offer
to sell or purchase, or a solicitation of an offer to sell or
purchase, or the solicitation of tenders with respect to, the
Notes. No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Tender Offers are being made solely pursuant to the
Offer to Purchase and the related Letter of Transmittal made
available to Holders of the Notes. Neither Yamana or any other
person or entity referred to herein or in the Offer to Purchase is
making any recommendation as to whether or not Holders should
tender or refrain from tendering all or any portion of their Public
Notes or Private Notes. Holders are urged to evaluate carefully all
information in the Offer to Purchase and the related Letter of
Transmittal, consult their own investment and tax advisers and make
their own decisions whether to tender Public Notes or Private
Notes, and, if so, the principal amount thereof.
About Yamana
Yamana is a Canadian-based precious metals
producer with significant gold and silver production, development
stage properties, exploration properties, and land positions
throughout the Americas, including Canada, Brazil, Chile and
Argentina. Yamana plans to continue to build on this base through
expansion and optimization initiatives at existing operating mines,
development of new mines, the advancement of its exploration
properties and, at times, by targeting other consolidation
opportunities with a primary focus in the Americas. The Company is
listed on the Toronto Stock Exchange (trading symbol "YRI") and the
New York Stock Exchange (trading symbol "AUY").
FOR FURTHER INFORMATION PLEASE
CONTACT:
Investor Relations and Corporate
Communications416-815-02201-888-809-0925Email: investor@yamana.com
(All amounts are expressed in United States dollars unless
otherwise indicated.)
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS: This news release contains or incorporates by reference
“forward‐looking statements” and “forward‐looking information”
under applicable Canadian securities legislation within the meaning
of the United States Private Securities Litigation Reform Act of
1995. Forward‐looking information includes, but is not limited to
information with respect to the consummation of the Tender Offers,
the reduction of the Company’s outstanding debt, the Company's
strategy, plans or future financial or operating performance.
Forward‐looking statements are characterized by words such as
"plan," "expect", "budget", "target", "project", "intend",
"believe", "anticipate", "estimate" and other similar words, or
statements that certain events or conditions "may" or "will" occur.
Forward‐looking statements are based on the opinions, assumptions
and estimates of management considered reasonable at the date the
statements are made, and are inherently subject to a variety of
risks and uncertainties and other known and unknown factors that
could cause actual events or results to differ materially from
those projected in the forward‐looking statements. These factors
include the Company's expectations in connection with plans to
continue to build on the Company’s existing base through existing
operating mine expansions, throughput increases, development of new
mines, the advancement of its exploration properties and, at times,
by targeting other gold consolidation opportunities with a primary
focus in the Americas; the Company’s expectations in connection
with the Tender Offers and its related reduction of its outstanding
debt; as well as those risk factors discussed or referred to herein
and in the Company's Annual Information Form filed with the
securities regulatory authorities in all provinces of Canada and
available at www.sedar.com, and the Company's Annual Report on Form
40‐F filed with the United States Securities and Exchange
Commission. Although the Company has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward‐looking statements, including market conditions, share
price and best use of available cash, there may be other factors
that cause actions, events or results not to be anticipated,
estimated or intended. There can be no assurance that
forward‐looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. The Company undertakes no
obligation to update forward‐looking statements if circumstances or
management's estimates, assumptions or opinions should change,
except as required by applicable law. The reader is cautioned not
to place undue reliance on forward‐looking statements. The
forward‐looking information contained herein is presented for the
purpose of assisting investors in understanding the Company's
expected plans and objectives in connection with the Tender Offers
and may not be appropriate for other purposes.
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