Mr. Douglas Willock reports
JAGUAR APPROVES TERM SHEET FOR A SIGNIFICANT RECAPITALIZATION AND FINANCING TRANSACTION
As a result of productive discussions with the ad
hoc committee of holders of the $165-million
(U.S.) in 4.5-per-cent senior unsecured convertible notes due Nov. 1, 2014, and $103.5-million (U.S.) in 5.5-per-cent senior unsecured
convertible notes due March 31, 2016, regarding a
recapitalization and financing proposal, Jaguar Mining Inc.'s board of directors has approved a non-binding term sheet outlining the terms of a
recapitalization and financing transaction.
The term sheet contemplates a transaction that would provide significant
operating liquidity to the company and its subsidiaries through new
equity financing and that would significantly reduce the leverage on
the company's balance sheet through a debt-for-equity exchange with
holders of the convertible notes. As a result of this new equity
financing and debt-for-equity exchange, current shareholders would have
minimal or no continuing equity interest in the company following the
completion of the transaction. The transaction would be implemented
through a statutory plan of arrangement. Further details on the
recapitalization and refinancing transaction will be made available as
definitive documentation is finalized.
Management and the board of directors are optimistic that the
transaction contemplated by the term sheet will progress quickly to
completion in the near future. However, the transaction may be subject
to governmental, court, regulatory, shareholder and third party
approvals, as applicable, as well as satisfaction or waiver of all the
conditions to be set out in the definitive documentation. The company
can give no assurances that the transaction will be completed on the
terms set out in the term sheet or at all.
In connection with the decision to approve the term sheet, Jaguar has
elected to defer the semi-annual interest payment due Nov. 1, 2013,
on the 4.5-per-cent convertible notes. The ad hoc committee, which represents
a majority of the convertible notes, is supportive of the company's
decision to defer this payment at this time. As of Sept. 30, 2013,
with a cash balance of $18-million (U.S.), the company has sufficient funds
to support in the normal course its continuing operations in the near
term.
The indenture, dated Sept. 15, 2009, among the
company, Bank of New York Mellon, as trustee, and BNY Trust Company
of Canada, as co-trustee, governing the 4.5-per-cent convertible notes, provides
a 30-day grace period for payment of interest. Non-payment of interest
will not cause an event of default under the indenture unless that
interest remains unpaid at the conclusion of the 30-day grace period.
During the 30-day grace period, Jaguar will seek to finalize definitive
documentation for the recapitalization and financing transaction
described in the term sheet, which Jaguar believes is in the best
interests of the company and beneficial to all stakeholders.
Regarding these current events, David Petroff, president and chief executive officer of
Jaguar, commented: "The company continues to be focused on making
significant operational and business improvements, and the restructuring
of its finances is another step towards the company's overall operating
and financial goals. We appreciate the ad hoc committee working with Jaguar to facilitate a
mutually agreeable transaction that allows the company to move forward
with our business plan consistent with our strategic vision and in
partnership with our customers, operations and employees."
Canaccord Genuity is acting as financial adviser, and Norton Rose
Fulbright Canada LLP is acting as legal adviser to the company.
Houlihan Lokey is acting as financial adviser, and Goodmans LLP is
acting as legal adviser to the ad hoc committee.
We seek Safe Harbor.
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