Yamana Gold Announces Final Results of Tender Offers
August 08 2019 - 7:00AM
YAMANA GOLD INC. (TSX: YRI; NYSE: AUY) (“Yamana” or “the Company”)
today announced the final results of its previously announced cash
tender offers (the “Tender Offers”) for its 4.36% Senior Notes due
2020 (Series B), 4.76% Senior Notes due 2022 (Series C), 4.91%
Senior Notes due 2024 (Series D) and 4.78% Senior Notes due 2023
(Series B) (collectively, the “Private Notes”) and its 4.95% Senior
Notes due 2024 and 4.625% Senior Notes due 2027 (collectively, the
“Public Notes” and, together with the Private Notes, the “Notes”).
The Tender Offers expired at 5:00 p.m., New York
City time, on August 7, 2019 (the “Expiration Date”). According to
AST Trust Company (Canada), the depositary for the Tender Offers
for the Private Notes, an aggregate principal amount of
$49,584,123.47 of Private Notes was validly tendered in the Tender
Offers. According to D.F. King & Co., Inc., the tender and
information agent for the Tender Offers for the Public Notes, an
aggregate principal amount of $462,811,000.00 of Public Notes was
validly tendered in the Tender Offers and not validly
withdrawn.
The table below sets forth for each series of
Notes the principal amounts of such Notes validly tendered and the
principal amount accepted for purchase by Yamana pursuant to the
terms of Offer to Purchase, dated July 5, 2019, with respect to the
Tender Offers.
Title of Notes |
CUSIP / PPNNumber |
PrincipalAmountOutstanding (1) |
AcceptancePriority Level |
PrincipalAmountTendered |
|
PrincipalAmountAccepted |
|
Consideration (2) |
4.36% Senior Notes due 2020
(Series B) |
98462YB@8 |
$84,068,768.10 |
1 |
$27,893,098.23 |
|
$27,893,098.23 |
|
$1,012.50 |
4.76% Senior Notes due 2022
(Series C) |
98462YB#6 |
$192,178,212.31 |
1 |
$1,504,186.78 |
|
$1,504,186.78 |
|
$1,012.50 |
4.91% Senior Notes due 2024
(Series D) |
98462YC*9 |
$135,693,052.48 |
1 |
$0 |
|
$0 |
|
$1,012.50 |
4.78% Senior Notes due 2023
(Series B) |
98462YC#5 |
$261,054,091.58 |
1 |
$20,186,838.46 |
|
$20,186,838.46 |
|
$1,070.27 |
4.95% Senior Notes due 2024 |
98462YAB6 98462YAA8 C98883AA6 |
$500,000,000.00 |
2 |
$348,282,000.00 |
|
$348,282,000.00 |
|
$1,091.97(3) |
4.625% Senior Notes due 2027 |
98462YAD2 |
$300,000,000.00 |
3 |
$114,529,000.00 |
|
$17,125,000.00(4) |
|
$1,072.63(3) |
|
|
|
|
|
|
$414,991,123.47 |
|
|
- As of July 5, 2019, the date of commencement of the Tender
Offers.
- Per $1,000 principal amount of Notes.
- Includes the Early Tender Payment of $30 per $1,000 principal
amount of Public Notes payable for Public Notes tendered prior to
the Early Tender Date (as defined in the Offer to Purchase). Any
Public Notes 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 Public Notes equal
to the applicable consideration set forth in the table above less
the Early Tender Payment.
- Reflects proration of the 4.625% Senior Notes due 2027 pursuant
to the terms of the Offer to Purchase.
The consideration for Notes accepted for
purchase by Yamana pursuant to the terms of the Offer to Purchase
is expected to be paid on August 12, 2019 (the “Settlement Date”).
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.
With the completion of these debt repurchases,
the Company has successfully retired $800 million of debt and has
done so ahead of schedule thereby providing a catalyst to further
debt reduction from interest savings and free cash flow generation.
The Company has also repaid outstanding balances on its revolving
credit facility and has considerable financial flexibility to
pursue its corporate objectives, which include improving returns to
shareholders. Further, the Company is well positioned to achieve
its target leverage ratio of below 1.0x, although now expecting
this sooner than 2021 as originally planned. The potential
monetization of various non-producing projects and financial
instruments will provide further opportunities to reduce debt
levels and leverage. The Company remains strongly committed to
further significant debt reductions and recognizes that there is
sufficient value in such assets which would be more than the total
amount of outstanding debt and, along with cash flows, has more
than sufficient resources to further significantly reduce
outstanding debt, thereby further improving financial flexibility
and providing more opportunity for enhanced value and returns for
shareholders.As part of the tender offers, the Company will pay a
premium to reference or trading levels of its notes that were in
line with previous expectations.
For all details regarding the Tender Offers,
investors should refer to the Offer to Purchase. For additional
information regarding the terms of the Tender Offers, please
contact the Dealer Managers for the Tender Offers: RBC Capital
Markets, LLC at (877) 381-2099 (toll-free) or (212) 618-7843
(collect) or BofA Merrill Lynch at (888) 292-0070 (toll-free) or
(980) 387-3907 (collect). Requests for documents and questions
regarding the tender of Public Notes may be directed to D.F. King
& Co. Inc. either by email at yamana@dfking.com, or by phone
(212) 265-5550 (for banks and brokers only) or (866) 521-4487 (for
all others toll free).
About Yamana
Yamana Gold Inc. 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.
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 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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