All monetary amounts are expressed in U.S.
dollars, unless otherwise indicated.
TORONTO, Aug. 8, 2016 /PRNewswire/ - IAMGOLD
Corporation ("the Company") today announced the commencement of
a tender offer to purchase for cash from each registered holder
(each, a "Holder" and, collectively, the "Holders") up to
$150,000,000 in aggregate principal
amount (the "Maximum Tender Amount") of the Company's outstanding
6.75% Senior Notes due 2020 (the "Notes") (the "Offer").
The Offer is being made by the Company pursuant to the Offer to
Purchase dated August 8, 2016 (the
"Offer to Purchase") and the related letter of transmittal (the
"Letter of Transmittal" and, together with the Offer to Purchase,
the "Offer Documents").
The table below summarizes certain payment terms of the
Offer:
Description of
Notes
|
CUSIP / ISIN
Nos.
|
Outstanding
Principal
Amount
|
Maximum
Tender
Amount
|
Tender
Consideration(1)
|
Early
Tender
Payment(1)
|
Total
Consideration(1)(2)
|
6.75% Senior
Notes
due
2020
|
CUSIP: 450913AC2;
C4535AAA8
ISIN: US450913AC25;
USC4535AAA81
|
$635,000,000
|
$150,000,000
|
$940
|
$30
|
$970
|
_______________________________
|
(1) Per $1,000 principal
amount of Notes tendered and accepted for
purchase.
|
(2) Includes the Early
Tender Payment.
|
The Offer will expire at 12:00 midnight, New York City time, on September 2, 2016 (one minute after 11:59 p.m., New York
City time, on September 2,
2016), unless extended or earlier terminated (such date and
time, as may be extended, the "Expiration Date").
The early tender deadline for the Offer will be 5:00 p.m., New York
City time, on August 19, 2016
(such date and time, as may be extended, the "Early Tender
Time").
Holders of the Notes must validly tender their Notes at or
before the Early Tender Time in order to be eligible to receive the
Early Tender Payment (as defined below) in addition to the Tender
Consideration (as defined below). The Notes tendered may be
withdrawn prior to 5:00 p.m.,
New York City time, on
August 19, 2016 (such date and time,
as may be extended, the "Withdrawal Deadline"), but not thereafter,
except as required by applicable law.
The total consideration for each $1,000 principal amount of the Notes is
$970 (the "Total Consideration"),
which includes an early tender payment of $30 per $1,000
principal amount of the Notes (the "Early Tender Payment") and a
tender payment of $940 per
$1,000 principal amount of the Notes
(the "Tender Consideration").
The Early Tender Payment is payable only to Holders who tender
and validly deliver their Notes prior to or at the Early Tender
Time. Holders validly tendering and not withdrawing Notes prior to
or at the Early Tender Time will be eligible to receive the Total
Consideration (including the Early Tender Payment) on the Early
Settlement Date (as defined below) in respect of Notes accepted for
purchase. Holders validly tendering their Notes after the Early
Tender Time and prior to or at the Expiration Date will be entitled
to receive the Tender Consideration, namely an amount equal to the
Total Consideration less the Early Tender Payment, on the Final
Settlement Date (as defined below) in respect of notes accepted for
purchase. In addition, Holders whose Notes are purchased in the
Offer will receive accrued and unpaid interest in respect of their
purchased Notes from the last interest payment date to, but not
including, the applicable Settlement Date (as defined below).
Payment for Notes that are validly tendered at or prior to the
Early Tender Time and not validly withdrawn at or prior to the
Withdrawal Deadline, and accepted for purchase in the Offer, will
be after the Early Tender Time but prior to the Expiration Date
(the "Early Settlement Date"), and is expected to be on or about
August 22, 2016. Payment for Notes
that are validly tendered after the Early Tender Time, but at or
prior to the Expiration Date, and accepted for purchase in the
Offer, will be promptly after the Expiration Date (the "Final
Settlement Date", and the Final Settlement Date and the Early
Settlement Date each being a "Settlement Date") and is expected to
be on or about September 6,
2016.
If the aggregate principal amount of Notes validly tendered in
the Offer exceeds the Maximum Tender Amount, then, subject to the
terms and conditions of the Offer, the Company will accept Notes on
a pro rata basis as described in the Offer to Purchase. If an
aggregate principal amount of Notes that equals or exceeds the
Maximum Tender Amount is validly tendered at or prior to the Early
Tender Time and accepted for purchase, Holders who validly tender
Notes after the Early Tender Time will not have any of their Notes
accepted for purchase.
The Company's obligation to accept for purchase, and to pay for,
the Notes validly tendered pursuant to the Offer is subject to, and
conditioned upon satisfaction or waiver of, certain conditions,
including the completion of the Company's previously announced
equity offering, as set forth in the Offer Documents, in the sole
discretion of the Company. The Offer is not conditioned on any
minimum participation by the Holders.
The Company may increase the Maximum Tender Amount in its sole
discretion but is under no obligation to do so. There can be no
assurance that the Company will exercise its right to increase the
Maximum Tender Amount.
Notes may be tendered and will be accepted for payment only in
denominations of $2,000 and any
integral multiple $1,000 in excess
thereof. Any tender of Notes the proration of which would otherwise
result in a return of Notes to a tendering Holder in a principal
amount below the minimum denomination of $2,000 principal amount may be rejected in full
or accepted in full in the sole discretion of the Company.
The Dealer Manager for the Offer is:
|
Citigroup Global Markets
Inc.
|
|
|
390 Greenwich Street, 1st floor
New York, New York, 10013
U.S.A.
|
|
|
|
|
|
Attention: Liability Management Group
U.S. Toll Free: +1 800-558-3745
Collect: +1
212-723-6106
|
|
The Information and Tender Agent for the Offer is Global
Bondholder Services Corporation. To contact the Information and
Tender Agent, banks and brokers may call +1-212-430-3774, and
others may call U.S. toll-free: +1 866-470-4500. Additional contact
information is set forth below.
Global Bondholder Services Corporation
By Mail, Hand or Overnight
Courier:
|
By Facsimile
Transmission:
|
|
|
65 Broadway, Suite 404
New York, NY 10006
USA
Attention: Corporate Actions
E-mail:
info@gbsc-usa.com
|
(for eligible institutions only)
+1 212-430-3775/3779
Attention: Corporate Actions
Confirmation by Telephone
+1
212-430-3774
|
Holders of the Notes are urged to read the Offer Documents
carefully. Any questions or requests for assistance in relation to
the Offer Documents may be directed to the Dealer Manager at its
telephone number set forth above or to the Holder's broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Offer. Requests for additional copies of the Offer
Documents may be directed to the Information and Tender Agent at
the addresses and telephone numbers set forth above. Documents
relating to the Offer, including the Offer to Purchase and the
Letter of Transmittal, are also available at
http://www.gbsc-usa.com/iamgold/.
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell any of the Notes or any other
securities.
The Offer is being made solely pursuant to the Offer Documents.
The Offer is not being made in, nor will the Company accept tenders
of Notes from, any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. None of the Company, Computershare
Trust Company, N.A., Computershare Trust Company of Canada, the Dealer Manager or the Information
and Tender Agent is making any recommendations to the Holders as to
whether or not to tender all or any portion of Notes. Holders
must decide whether to tender Notes, and if tendering, the amount
of Notes to tender.
Forward Looking Statements
This news release contains forward-looking statements. All
statements, other than of historical fact, that address activities,
events or developments that the Company believes, expects or
anticipates will or may occur in the future (including, without
limitation, statements regarding the terms and timing for
completion of the Offer, including the acceptance for purchase of
any Notes validly tendered and the expected Early Tender Time,
Expiration Date and Settlement Date thereof, the potential increase
to the Maximum Tender Amount, the potential extension of the
Withdrawal Deadline, the satisfaction or waiver of certain
conditions of the Offer, the expected, estimated or planned gold
production, cash costs, margin expansion, capital expenditures and
exploration expenditures and statements regarding the estimation of
mineral resources, exploration results, potential mineralization,
potential mineral resources and mineral reserves) are
forward-looking statements. Forward-looking statements are
generally identifiable by use of the words "will", "continue",
"expect", "estimate", "intend", "to have", "plan" or "project" or
the negative of these words or other variations on these words or
comparable terminology. Forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond the
Company's ability to control or predict, that may cause the actual
results of the Company to differ materially from those discussed in
the forward-looking statements. Factors that could cause actual
results or events to differ materially from current expectations
include, among other things, without limitation, risks inherent to
completion of the Offering, failure to meet expected, estimated or
planned gold production, cash costs, margin expansion, capital
expenditures and exploration expenditures and failure to establish
estimated mineral resources, the possibility that future
exploration results will not be consistent with the Company's
expectations, changes in world gold markets and other risks
disclosed in IAMGOLD's most recent Form 40-F/Annual Information
Form on file with the SEC and Canadian provincial securities
regulatory authorities. Any forward-looking statement speaks only
as of the date on which it is made and, except as may be required
by applicable securities laws, the Company disclaims any intent or
obligation to update any forward-looking statement.
About IAMGOLD
IAMGOLD is a mid-tier mining company with four operating gold
mines on three continents. A solid base of strategic assets in
Canada, South America and Africa is complemented by development and
exploration projects and continued assessment of accretive
acquisition opportunities. IAMGOLD is in a strong financial
position with extensive management and operational
expertise.
SOURCE IAMGOLD Corporation