YAMANA GOLD INC. (TSX: YRI; NYSE: AUY) (“Yamana” or “the Company”)
today announced that it has commenced cash tender offers (the
“Tender Offers”) for up to $551,000,000 aggregate principal amount
(the “Private Notes Cap”) of its 4.36% Senior Notes due 2020
(Series B) (the “2020 Notes”), its 4.76% Senior Notes due 2022
(Series C) (the “2022 Notes”), its 4.91% Senior Notes due 2024
(Series D) (the “Private 2024 Notes” and together with the 2020
Notes and the 2022 Notes, the “Fixed Price Notes”), its 4.78%
Senior Notes due 2023 (Series B) (the “2023 Notes” and together
with the Fixed Price Notes, the “Private Notes”), its 4.95% Senior
Notes due 2024 (the “Public 2024 Notes”), and its 4.625% Senior
Notes due 2027 (the “2027 Notes” and together with the Public 2024
Notes, the “Public Notes”). The Public Notes and the 2023 Notes are
collectively referred to as the “Fixed Spread Notes”; the Private
Notes and the Public Notes are collectively referred to as the
“Notes”. Notwithstanding that Yamana is offering to purchase up to
$551,000,000 aggregate principal amount of Private Notes, the
aggregate principal amount of Public Notes that it is offering to
purchase is limited to $415,000,000 minus the total aggregate
principal amount of Private Notes tendered hereunder and accepted
for purchase by Yamana (the “Public Notes Cap”). As a result, if
$415,000,000 aggregate principal amount or more of Private Notes
are tendered in the Tender Offers, Yamana will not accept any
tenders of Public Notes. In addition, the principal amount of each
series of Public Notes that is purchased in the Tender Offers will
be determined in accordance with the acceptance priority level (in
numerical priority order) (the “Acceptance Priority Level”)
specified on the cover page of the Offer to Purchase, dated July 5,
2019 (the “Offer to Purchase”). The Tender Offers are open to all
registered holders (individually, a “Holder” and, collectively, the
“Holders”) of the Notes. The purpose of the Tender Offers is to
reduce Yamana’s outstanding indebtedness.
Public Notes that are validly tendered and not
validly withdrawn at or prior to 5:00 p.m., New York City time, on
July 18, 2019 (the “Early Tender Date”) will be eligible to receive
the applicable Total Public Notes Consideration (as defined in the
Offer to Purchase), which includes the Early Tender Payment (as
defined in the Offer to Purchase). There is no Early Tender Payment
in respect of the Private Notes. The applicable consideration for
the Fixed Price Notes will be the fixed amounts set forth in the
table below. With regard to the Fixed Spread Notes, the applicable
consideration payable with respect to the Fixed Spread Notes issued
by Yamana will be an amount based on the yield to maturity of the
U.S. Treasury reference securities specified in the table below
(the “UST Reference Security”), as determined at 2:00 p.m., New
York City time, on August 5, 2019 (unless otherwise extended as
described in the Offer to Purchase), plus a fixed spread,
calculated in accordance with the Offer to Purchase.
Private Notes 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 applicable tender offer
consideration specified in the table below. Public Notes validly
tendered after the Early Tender Date but at or prior to the
Expiration Date will be eligible to receive the applicable tender
offer consideration, namely the applicable Total Public Notes
Consideration minus the applicable Early Tender Payment specified
in the table below.
In addition to the applicable consideration,
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 (as defined in the Offer to Purchase) and which will be August
12, 2019, unless, in respect of the Public Notes, the Tender Offers
are extended.
Certain details regarding the Tender Offers are
set forth in the table below:
Title of Notes |
CUSIP / PPNNumber |
Principal AmountOutstanding |
AcceptancePriority Level |
UST ReferenceSecurity |
BloombergReference Page |
Fixed Spread(bps) |
Early TenderPayment(1) |
Considerationfor Fixed
PriceNotes(2) |
4.36% Senior Notes due 2020
(Series B) |
98462YB@8 |
$84,068,768.10 |
1 |
N/A |
N/A |
N/A |
N/A |
$1,012.50 |
4.76% Senior Notes due 2022
(Series C) |
98462YB#6 |
$192,178,212.31 |
1 |
N/A |
N/A |
N/A |
N/A |
$1,012.50 |
4.91% Senior Notes due 2024
(Series D) |
98462YC*9 |
$135,693,052.48 |
1 |
N/A |
N/A |
N/A |
N/A |
$1,012.50 |
4.78% Senior Notes due 2023
(Series B) (3) |
98462YC#5 |
$261,054,091.58 |
1 |
1.75% UST due June 30, 2024 |
FIT1 |
130 |
N/A |
N/A |
4.95%
Senior Notes due 2024 |
98462YAB698462YAA8C98883AA6 |
$500,000,000.00 |
2 |
1.75% UST due June 30, 2024 |
FIT1 |
130 |
$30 |
N/A |
4.625%
Senior Notes due 2027 |
98462YAD2 |
$300,000,000.00 |
3 |
2.375% UST due May 15, 2029 |
FIT1 |
185 |
$30 |
N/A |
- Per $1,000 principal amount of Public Notes tendered and
accepted for purchase at or prior to the Early Tender Date and
accepted for purchase.
- Per $1,000 principal amount of Fixed Price Notes.
- The consideration payable for the 4.78% Senior Notes due 2023
(Series B) shall be no less than $1,000 per $1,000 principal amount
of such Notes.
Holders who tender their Public Notes at or
prior to 5:00 p.m., New York City time, on July 18, 2019 (such date
and time, as it may be extended, the “Withdrawal Deadline”) may
withdraw such tendered Public Notes at any time at or prior to the
Withdrawal Deadline. Following the Withdrawal Deadline, Holders who
have tendered their Public Notes (whether before, on or after the
Withdrawal Deadline) may not withdraw such Public Notes unless
Yamana is required to extend withdrawal rights under applicable
law. There are no withdrawal rights in respect of the Private
Notes. The tendered Public Notes will be purchased based on the
Acceptance Priority Levels applicable to the relevant series, the
Public Notes Cap, and may be subject to proration, in each case as
described in the Offer to Purchase. Yamana reserves the right, but
is not obligated, to change the Public Notes Cap without extending
withdrawal rights (if applicable), subject to compliance with
applicable law.
Yamana expressly reserves the right, in its sole
discretion, subject to applicable law, to terminate the Tender
Offers for the Public Notes at any time prior to the Expiration
Date. The Tender Offers are not conditioned on any minimum
principal amount of Notes being tendered but the Tender Offers for
the Public Notes are subject to certain conditions as described in
the Offer to Purchase.
Yamana has retained RBC Capital Markets, LLC and
BofA Merrill Lynch to act as Dealer Managers for the Tender
Offers. D.F. King & Co., Inc. has been retained to act as the
Public Notes Information Agent for the Tender Offers. AST Trust
Company (Canada) has been retained to act as the Private Notes
Depositary for the Tender Offers in respect of the Private Notes.
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).
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. None of Yamana, the Dealer
Managers, the Public Notes Information Agent, the Private Notes
Depositary or the trustee or securities administrator with respect
to the Notes, or any of their respective affiliates, is making any
recommendation as to whether or not Holders should tender or
refrain from tendering all or any portion of their Notes in
response to the Tender Offers. 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 Notes in
either Tender Offer, and, if so, the principal amount of Notes to
tender.
About Yamana
Yamana is a Canadian-based gold producer with
significant gold production, gold 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 existing operating mine
expansions, throughput increases and optimization initiatives,
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.
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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