Report of Foreign Issuer (6-k)
December 30 2015 - 1:05PM
Edgar (US Regulatory)
Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Report of
Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
|
|
|
| For the month of December, 2015 |
|
Commission File Number: 1-15142 |
NORTH AMERICAN PALLADIUM LTD.
(Name of Registrant)
200 Bay Street
Royal
Bank Plaza, South Tower
Suite 2350
Toronto, Ontario
Canada M5J 2J2
(Address of Principal Executive Offices)
Indicate by checkmark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation
S-T Rule 101(b)(7): ¨
Indicate by checkmark whether the registrant, by furnishing the
information contained in this Form is also thereby furnishing the information to the SEC pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
|
|
|
| Yes ¨
Assigned |
|
File No. No x |
If “Yes” is marked, indicate the file number assigned to the Registrant in connection with Rule 12g3-2(b).
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
NORTH AMERICAN PALLADIUM LTD. |
|
|
|
|
| Date: December 30, 2015 |
|
|
|
By: |
|
/s/ Christine Napierala |
|
|
|
|
|
|
Christine Napierala |
|
|
|
|
|
|
Interim Vice President, Finance and Chief Financial Officer |
2
EXHIBIT INDEX
|
|
|
| Exhibit |
|
Description of Exhibit |
|
|
| 1 |
|
Material Change Report, dated December 30, 2015 |
3
Exhibit 1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 |
Name and Address of Company |
North American Palladium Ltd. (the “Company”)
One University Avenue
Suite 402
Toronto, Ontario
M5J 2P1
| Item 2 |
Date of Material Change |
December 21, 2015.
A news release with respect to the material change referred to in this report was issued
by the Company on December 21, 2015 through the facilities of Marketwired and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
| Item 4 |
Summary of Material Change |
On December 21, 2015, the Company announced financings to fund working
capital and capital expenditures for the Company’s Lac des Iles palladium mine (“LDI”) in northern Ontario comprised of: (a) an extension of the existing operating credit facility with The Bank of Nova Scotia until
November 30, 2017; and (b) the closing of a US$25 million secured term loan (the “Term Loan”) from Brookfield Capital Partners Ltd. (“Brookfield”), the private equity group of Brookfield Asset Management
Inc.
| Item 5.1 |
Full Description of Material Change |
On December 21, 2015, the Company announced financings to
fund working capital and capital expenditures for LDI comprised of: (a) an extension of the existing operating credit facility with The Bank of Nova Scotia until November 30, 2017; and (b) the closing of the Term Loan from Brookfield.
Credit Facility
The Company extended its US$60
million revolving operating line of credit with The Bank of Nova Scotia by two additional years to November 30, 2017. The credit facility is secured by first priority security on the Company’s accounts receivables and inventories and
second priority security on all other assets. The credit facility contains covenants typical of this type of facility including minimum EBITDA, senior debt to EBITDA ratios, and minimum current ratio.
Brookfield Financing
The Company also closed the Term Loan financing with Brookfield which bears interest at 10% per annum and is due December 31, 2016, with an option
to extend for one additional year at the option of the Company. The Term Loan is secured by first priority security on the fixed assets and second priority security on accounts receivable and inventory. The Term Loan facility is available in two
advances of which US$10 million is available immediately and US$15 million available until December 31, 2016. The Term Loan is prepayable at any time, in whole or in part, without penalty.
The Term Loan is a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”) as Brookfield owns and/or controls, directly or indirectly, in excess of 10% of the issued and outstanding common shares of the Company and is therefore a “related party”. However,
the Term Loan is exempt from the valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the transaction does not exceed 25% of the Company’s market capitalization calculated in accordance with MI
61-101.
The Term Loan and all matters related thereto were reviewed and approved separately by the independent directors in conjunction with approval by
the board of directors of the Company, and no contrary views or material disagreements were raised by any director of the Company. This material change report is being filed less than 21 days before the date of the completion of the Term Loan, which
in the Company’s view is both reasonable and necessary in the circumstances as the terms of the Term Loan were settled and approved by just prior to the announcement of the Term Loan on December 21, 2015.
| Item 5.2 |
Disclosure for Restructuring Transactions |
Not applicable.
| Item 6 |
Reliance on subsection 7.1(2) of National Instrument 51-102 |
This report is not being filed on a
confidential basis.
| Item 7 |
Omitted Information |
No information has been omitted on the basis that it is confidential.
Christine Napierala
Interim Vice President, Finance & CFO
(807) 622-8833
Ext. 3002
December 30, 2015.