Thompson Creek Metals Co Inc.

Thompson Creek Metals Co Inc. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

The Centerra deal closed on October 20, 2016, after a BC Supreme Court final order on October 19. Each Thompson Creek share was exchanged for 0.0988 of a Centerra share, and Centerra issued 22,320,127 shares to former holders, about 8% of Centerra. The 7.375% and 12.5% notes were redeemed at 101.844% and 106.250% of principal, and the 9.75% secured notes were called for redemption on December 1, 2016 at par. Total paid was US$881,018,180.72. Royal Gold's 52.25% gold stream on Mount Milligan became a 35% gold stream plus an 18.75% copper stream. Thompson Creek is now owned through Centerra B.C. Holdings, was delisted from the TSX on October 21, and plans to end its SEC and Canadian reporting. Its former directors and officers, including CEO Jacques Perron and CFO Pamela Saxton, resigned, replaced by Dennis Kwong (President), Gordon Reid and Darren Millman. Thompson Creek and certain subsidiaries also guaranteed, and granted security over substantially all assets for, a new Centerra credit facility (US$250M term plus US$75M revolver, maturing October 20, 2021) that funded most of the note payoff.

business combination

The final proxy for the Centerra deal is out, dated September 12, 2016. Shareholders vote on October 18, 2016 in Littleton, Colorado; approval needs two-thirds of votes cast, plus BC Supreme Court approval. The terms are unchanged from the July preliminary proxy: 0.0988 of a Centerra share per Thompson Creek share (holders to own about 8% of Centerra), and Centerra paying off about $889M of debt. The board recommends voting for it. This fills in the meeting date that was blank in July.

business combination

This is the preliminary proxy statement for the special shareholder meeting on the Centerra deal announced July 5, 2016; the meeting date is still blank. Shareholders will vote on the 0.0988-share exchange, which needs two-thirds of votes cast, plus the BC Supreme Court's approval. Centerra is paying off about $889M of Thompson Creek debt, and the board recommends voting for the deal.

business combination

On July 5, 2016 the company agreed to be acquired by Centerra Gold: each Thompson Creek share would be exchanged for 0.0988 of a Centerra share, leaving Thompson Creek holders with about 8% of the combined company. The press release puts the implied value at C$0.79 per share, a 32% premium to the July 4 close. The 9.75% secured, 7.375% and 12.5% notes are to be redeemed or discharged in cash at closing, and Royal Gold's 52.25% gold stream on Mount Milligan is to be changed to a 35% gold stream and 18.75% copper stream. It needs shareholder, BC court and TSX approval; the company would owe a $35M fee in some termination cases, and either side can terminate if the deal has not closed by October 31, 2016.

business combination

Thompson Creek Metals Co Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

The NYSE began delisting proceedings on January 14, 2016 over the share price level, and suspended trading that day. This follows the July 2015 minimum-price notice, and the company says it will not appeal. The shares were approved to trade on the OTCQX from January 15, 2016 under 'TCPTF', and the Toronto Stock Exchange listing is unaffected.

listing compliance notice

On July 6, 2015 the NYSE told the company its average share price had been below the $1.00 minimum for 30 trading days. The company has six months to get back above $1.00 and the stock keeps trading as TC with a '.BC' marker in the meantime. The filing also furnishes a production release for the three and six months ended June 30, 2015 but the text does not give the figures.

listing compliance notice

Thompson Creek Metals Co Inc.'s securities were notified for removal from listing and registration on its exchange.

listing compliance notice

The $350M 9.75% Senior Secured First Priority Notes due 2017 closed on November 27, 2012, as expected. They are secured by a first-priority lien on substantially all of the company's and its guarantor subsidiaries' assets, and are not convertible into shares. The press release says proceeds are for general corporate purposes, including Mt. Milligan capital spending, and that the company terminated its revolving credit facility, with no debt outstanding under it.

material agreement

The company and its subsidiary guarantors signed an underwriting agreement with Deutsche Bank Securities for $350M of 9.75% Senior Secured First Priority Notes due 2017, expected to close November 27, 2012. This is new secured debt on top of the 2018 and 2019 notes; the filing does not state how the proceeds will be used.

material agreement

The company completed a further sale to Royal Gold of 12.25% of Mt. Milligan's refined gold for $200M (plus $435 per ounce or the market price if lower), bringing Royal Gold's total to 52.25% of the mine's refined gold and its total investment to $781.5M, up from $581.5M. Proceeds are intended for Mt. Milligan construction. The same day the banks signed a fifth revolver amendment that removed the senior secured leverage test, raised the minimum liquidity requirement from $75M to $100M, and added a minimum quarterly EBITDA test from Q4 2012; the press release says the company no longer expects to breach the credit agreement at September 30, 2012. The filing also caps Mt. Milligan-secured debt at $350M until a gold-delivery or price-difference threshold is met. Note: the payment schedule in the filing has date typos (it lists March and June 1, 2012, which the context suggests mean 2013).

asset acquisition disposition

the New York Stock Exchange certified Thompson Creek Metals Co Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice

The company closed the financing it marketed earlier in May 2012: 8,800,000 tMEDS units sold at a $25 stated amount (plus an option for 1,200,000 more) and $200M of 12.5% senior unsecured notes due 2019. Each tMEDS unit combines an amortizing note (final payment May 15, 2015) with a purchase contract that settles on May 15, 2015 into 4.5855 to 5.3879 common shares, so shareholders face possible share issuance. The same day the revolver was amended (fourth amendment) to allow the new securities, suspend the leverage and interest coverage tests from June 30, 2012 through December 31, 2013, and add a 3.00x secured leverage cap and a $75M minimum liquidity test until Mt. Milligan is completed.

debt financing

On December 14, 2011, Thompson Creek agreed with Royal Gold to sell an additional 15% of Mt. Milligan's payable gold (40% in total, up from 25%) for $270 million, taking Royal Gold's total investment from $311.5 million to $581.5 million. Royal Gold pays $112 million shortly after signing, then $216.9 million in quarterly instalments from March 2012 to Q3 2013, subject to conditions; this replaces the earlier $85 million still due. The purchase price per ounce becomes the lesser of $435 or market price. The company intends to use the money for Mt. Milligan construction. For shareholders, a larger share of Mt. Milligan's future gold goes to Royal Gold. A third credit facility amendment the same day permits the deal, counts expected next-quarter Royal Gold cash toward the liquidity test, and changes the leverage and interest coverage covenant thresholds.

material agreement

Thompson Creek sold $350 million of 7.375% senior unsecured notes due 2018 (agreed May 13, closed May 20, 2011) to initial purchasers led by J.P. Morgan Securities. Proceeds are intended for Mt. Milligan development and general working capital. The notes are not convertible into equity and are guaranteed by twelve subsidiaries including Terrane. On the same day the credit facility was amended again to allow the notes, give more room to take on debt, and turn the minimum liquidity test from a quarterly covenant into a condition that applies for 90 days after new borrowings or letters of credit. This adds to the Mt. Milligan debt funding and gives lenders a further obligation ahead of shareholders.

material agreement

On March 30, 2011, Thompson Creek signed a Master Funding and Lease Agreement with Caterpillar Financial Services for up to $132 million of equipment financing, in tranches of $20 million, $50 million and $62 million. It will finance mining equipment from Finning (Canada) and Bucyrus Canada for Mt. Milligan, drawn as equipment is delivered, with each borrowing lasting 60 months. Only the $20 million is available now; the other two tranches depend on conditions. This is the equipment financing part of the up-to-$450 million debt plan for Mt. Milligan, and it ties to the covenants in the December 2010 credit facility.

debt financing

On December 10, 2010, Thompson Creek signed a four-year senior secured revolving credit facility of $290 million (it may be increased to $300 million), with JPMorgan Chase as agent, due December 10, 2014. Proceeds can be used for general corporate purposes including capital spending; the press release names the Endako mill expansion and Mt. Milligan construction. It is secured by a lien on substantially all of the company's assets, with the Terrane guarantee's lien ranking behind Royal Gold's under the October gold stream agreement, and it requires leverage no higher than 3.00:1 and interest coverage of at least 3:1. This is a new facility, separate from the up-to-$450 million debt financing plan noted after the Terrane deal.

debt financing

Thompson Creek completed its acquisition of Terrane on October 20, 2010, after Terrane holders approved it on September 23 and the BC court issued its final order on September 24. Terrane holders get C$0.90 cash and 0.052 of a Thompson Creek share per share, about C$420.5 million in cash and up to 24,296,833 new Thompson Creek shares, which dilutes existing holders. At the same time the Royal Gold gold stream closed, with $226.5 million received (used toward the Terrane payment) and up to $85 million more to come for Mt. Milligan development costs; this resolves the July agreement. The company's press release says it plans to start Mt. Milligan construction and fund it over roughly two and a half years from cash, the gold stream proceeds and up to $450 million of debt financing.

asset acquisition disposition

Thompson Creek agreed on July 15, 2010 to buy Terrane Metals Corp., owner of the Mt. Milligan copper-gold project, for about C$650 million (about C$413 million cash plus about 23.9 million new Thompson Creek shares). Each Terrane share gets C$0.90 cash and 0.052 of a Thompson Creek share, so existing shareholders will be diluted by the new shares. Alongside it, Royal Gold would buy 25% of Mt. Milligan's payable gold for $311.5 million in staged payments ($226.5 million at closing, $85.0 million during construction) plus a per-ounce payment of the lesser of $400 or market price for the first 550,000 ounces ($450 after that). The deal needs a 66 2/3% Terrane shareholder vote (expected September 2010), BC court approval and Canadian regulatory approvals, and Goldcorp (about 58% of Terrane's votes) has agreed to vote in favour.

capital raising announcement

the New York Stock Exchange certified Thompson Creek Metals Co Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice