Pan American Silver Corp. (NYSE: PAAS) (TSX: PAAS) ("Pan
American") today announced that Yamana Gold Inc. ("Yamana"), a
wholly-owned subsidiary of Pan American, has commenced consent
solicitations (the "Consent Solicitations") with respect to certain
proposed amendments to the indenture, dated as of June 30, 2014
(the "Base Indenture"), as supplemented in relation to Yamana’s
4.625% Notes due 2027 (the "2027 Notes") by the Fourth Supplemental
Indenture, dated as of December 4, 2017 (the "2027 Notes
Indenture") and the Base Indenture, as supplemented in relation to
Yamana’s 2.630% Senior Notes due 2031 (the "2031 Notes" and
together with the 2027 Notes, the "Notes") by the Seventh
Supplemental Indenture dated as of August 6, 2021 (the "2031 Notes
Indenture", and together with the 2027 Notes Indenture, the
"Indenture").
The Consent Solicitations are being conducted in connection with
the recently completed court-approved statutory plan of arrangement
under the Canada Business Corporations Act (the "Arrangement")
pursuant to which Pan American acquired all of the issued and
outstanding common shares of Yamana. In connection with the
Arrangement, the common shares of Yamana were delisted from the New
York Stock Exchange, the London Stock Exchange and Toronto Stock
Exchange and Pan American has fully and unconditionally guaranteed
the Notes.
Upon the terms and subject to the conditions described in the
Consent Solicitation Statement, dated April 27, 2023 (as may be
amended or supplemented from time to time, the "Consent
Solicitation Statement"), Yamana is soliciting consents to amend
the reporting covenant of the Indenture to provide that, for so
long as the Notes are guaranteed by Pan American or any other
entity that directly or indirectly controls Yamana, reports of Pan
American or of such other controlling entity may be provided in
lieu of reports of Yamana (the "Proposed Amendments"). The
Indenture currently requires Yamana to file with the Trustee
reports and information that it is required to file with the U.S.
Securities and Exchange Commission (the "SEC") pursuant to Sections
13 or 15(d) of the U.S. Securities Exchange Act of 1934 (the
"Exchange Act"), or otherwise provide annual and quarterly
financial information to the Trustee if Yamana is no longer subject
to Sections 13 or 15(d) of the Exchange Act.
The Consent Solicitations will expire at 5:00 p.m. New York City
time, on May 4, 2023 (such date and time, as the same may be
extended by Yamana from time to time, in its sole discretion, the
applicable "Expiration Time"). Consents can only be revoked prior
to 5:00 p.m. New York City time, on May 4, 2023 (such date and
time, as the same may be extended by Yamana from time to time, in
its sole discretion, the applicable “Withdrawal Deadline”).
Only holders of record of the 2027 Notes or 2031 Notes, as
applicable, as of 5:00 p.m., New York City time on April 26, 2023
(with respect to each series of Notes, the "Record Date"), are
eligible to deliver consents to the Proposed Amendments in the
Consent Solicitations. Yamana may, in its sole discretion,
terminate, extend or amend one or both of the Consent Solicitations
at any time as described in the Consent Solicitation Statement. The
consummation of each Consent Solicitation is conditioned on, among
other things, the satisfaction or waiver of the receipt of the
applicable Requisite Consents (as defined below) for the Consent
Solicitation of the other series of Notes.
The Proposed Amendments will be effected by a supplemental
indenture to the applicable Indenture (each, a "Supplemental
Indenture"). The Supplemental Indenture will be effective
immediately upon execution, which is expected to occur promptly
after the Requisite Consents (as defined below) are obtained, but
the applicable Proposed Amendment will not become operative (the
“Effective Date”) until payment of the Consent Fee (as defined
below).
In order for the Supplemental Indentures to be executed, Yamana
must receive valid consents in respect of (i) at least a majority
in the principal amount outstanding of the 2027 Notes (the "2027
Notes Requisite Consents") and (ii) at least a majority in the
principal amount outstanding of the 2031 Notes (together with the
2027 Notes Requisite Consents, the "Requisite Consents"). Holders
who do not deliver their consents prior to the applicable
Expiration Time will be bound by the applicable Proposed Amendments
if the applicable Supplemental Indenture becomes operative as
described above. Regardless of the outcome of the Consent
Solicitations, the Notes will continue to be outstanding and will
continue to bear interest as provided in the applicable
Indenture.
If the Requisite Consents are obtained and subject to the other
terms and conditions in the Consent Solicitation Statement, Yamana
will make a cash payment of $1.50 per $1,000 principal amount of
Notes, to each holder as of the Record Date who has validly
delivered its consent to the applicable Proposed Amendments at or
prior to the Expiration Time and who has not validly revoked its
consent before the applicable Withdrawal Deadline.
This press release is for informational purposes only and the
Consent Solicitations are being made solely on the terms and
subject to the conditions set forth in the Consent Solicitation
Statement. Further, this press release does not constitute an offer
to sell or the solicitation of an offer to buy the Notes or any
other securities. The Consent Solicitation Statement does not
constitute a solicitation of consents in any jurisdiction in which,
or to or from any person to or from whom, it is unlawful to make
such solicitation under applicable federal securities or blue sky
laws.
Copies of the Consent Solicitation Statement may be obtained
from D.F. King & Co., Inc., the Information and Tabulation
Agent, at (212) 269-5550 (banks and brokers), (800) 714-3310 (all
others, toll free), or email at yamana@dfking.com. Holders of the
Notes are urged to review the Consent Solicitation Statement for
the detailed terms of the Consent Solicitations and the procedures
for consenting to the Proposed Amendments. Any persons with
questions regarding the Consent Solicitations should contact the
Solicitation Agent, RBC Capital Markets, LLC, at (212) 618-7843,
(877) 381-2099 (toll free) or email at
liability.management@rbccm.com.
About Yamana Gold Inc. and Pan American Silver Corp.
Yamana was a leading 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.
Effective March 31, 2023, Yamana, Pan American and Agnico Eagle
Mines Limited completed the Arrangement pursuant to which,
following the acquisition of Yamana’s Canadian assets by Agnico
Eagle Mines Limited, Pan American acquired all of the issued and
outstanding common shares of Yamana and Yamana became a
wholly-owned subsidiary of Pan American.
Pan American is principally engaged in the operation and
development of, and exploration for, silver and gold producing
properties and assets. Pan American’s principal products are silver
and gold, although it also produces and sells zinc, lead, and
copper. As at December 31, 2022, Pan American operated mines and
developed mining projects in Mexico, Peru, Canada, Argentina and
Bolivia, and had control over non-producing silver assets in each
of those jurisdictions, in addition to Guatemala and the United
States. With the completion of the Tahoe Acquisition in February
2019, Pan American acquired four operating mines in Peru and
Canada, as well as the Escobal mining property and facilities in
Guatemala.
The completion of the Arrangement resulted in a transformational
growth in scale for Pan American, adding Yamana’s four producing
mines from Latin America – the Jacobina mining complex in Brazil,
the El Peñón and Minera Florida mines in Chile, and the Cerro Moro
mine in Argentina – plus two development projects in Argentina, to
Pan American’s existing portfolio of eight producing mines and
other non-operating and development projects in the Americas. Pan
American has been operating in the Americas for nearly three
decades, earning an industry-leading reputation for sustainability
performance, operational excellence and prudent financial
management. Pan American is headquartered in Vancouver, B.C. and
its shares trade on the New York Stock Exchange and the Toronto
Stock Exchange under the symbol “PAAS”. Learn more at
panamericansilver.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain of the statements and information in this news release
constitute “forward-looking statements” within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and
“forward-looking information” within the meaning of applicable
Canadian provincial securities laws. All statements, other than
statements of historical fact, are forward-looking statements or
information. Forward-looking statements or information in this news
release relate to, among other things, whether the Holders will
provide their consents to the Consent Solicitations, the timing of
the Expiration Time and Withdrawal Deadline, the Expiration Date
and the Effective Date, and the amendments to the Supplemental
Indenture contemplated in the Proposed Amendments.
These forward-looking statements and information reflect Pan
American’s current views with respect to future events and are
necessarily based upon a number of assumptions that, while
considered reasonable by Pan American, are inherently subject to
significant operational, business, economic and regulatory
uncertainties and contingencies. Pan American cautions the reader
that forward-looking statements and information involve known and
unknown risks, uncertainties and other factors that may cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements or
information contained in this news release and Pan American has
made assumptions and estimates based on or related to many of these
factors. Among the key factors that could cause actual results to
differ materially from those projected in the forward-looking
information are those factors identified under the heading “Risk
Factors” in Yamana’s and Pan American’s filings with the SEC and
Canadian provincial securities regulatory authorities,
respectively. Although Pan American has attempted to identify
important factors that could cause actual results to differ
materially, there may be other factors that cause results not to be
as anticipated, estimated, described or intended. Investors are
cautioned against undue reliance on forward-looking statements or
information. Forward-looking statements and information are
designed to help readers understand management’s current views of
our near and longer term prospects and may not be appropriate for
other purposes. Pan American does not intend, nor does it assume
any obligation to update or revise forward-looking statements or
information, whether as a result of new information, changes in
assumptions, future events or otherwise, except to the extent
required by applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230427005301/en/
Siren Fisekci VP, Investor Relations & Corporate
Communications 604-806-3191 ir@panamericansilver.com
Pan American Silver (NYSE:PAAS)
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