All monetary amounts are expressed in U.S. dollars, unless otherwise indicated.
TSX: IMG NYSE: IAG
TORONTO, Aug. 22, 2016 /PRNewswire/ - IAMGOLD Corporation
("the Company") today announced the early tender results of its previously announced tender offer to purchase for cash from
each registered holder (each, a "Holder" and, collectively, the "Holders") up to $150,000,000 in
aggregate principal amount (the "Maximum Tender Amount") of the Company's outstanding 6.75% Senior Notes due 2020 (the "Notes")
(the "Offer"). The early tender deadline and the withdrawal deadline for the Offer were, in each case, 5:00 p.m., New York City time, on August 19,
2016 (such date and time, the "Early Tender Time" and the "Withdrawal Deadline").
The Company has been advised that, as of the Early Tender Time, $145,702,000 aggregate principal
amount of Notes, or approximately 23.0% of Notes outstanding, have been validly tendered and not withdrawn pursuant to the
Offer. The Company intends to accept for purchase all of such Notes on the Early Settlement Date (as defined below).
The Offer is being made by the Company pursuant to the Offer to Purchase dated August 8, 2016
(the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal" and, together with the Offer to
Purchase, the "Offer Documents") previously distributed to Holders of Notes.
The table below summarizes certain payment terms of the Offer:
Description of
Notes
|
CUSIP / ISIN Nos.
|
Outstanding
Principal Amount
|
Maximum
Tender Amount
|
Tender
Consideration(1)
|
Early
Tender
Payment(1)
|
Total
Consideration(1)(2)
|
6.75% Senior
Notes
due 2020
|
CUSIP: 450913AC2;
C4535AAA8
ISIN: US450913AC25;
USC4535AAA81
|
$635,000,000
|
$150,000,000
|
$940
|
$30
|
$970
|
___________________________________
|
(1)
|
Per $1,000 principal amount of Notes tendered and accepted for
purchase.
|
(2)
|
Includes the Early Tender Payment.
|
|
|
The Offer will expire at 12:00 midnight, New York City time, on September 2, 2016 (one minute after 11:59 p.m., New
York City time, on September 2, 2016), unless extended or earlier terminated (such date and
time, as may be extended, the "Expiration Date").
The total consideration for each $1,000 principal amount of the Notes is $970 (the "Total Consideration"), which includes an early tender payment of $30
per $1,000 principal amount of the Notes (the "Early Tender Payment") and a tender payment of
$940 per $1,000 principal amount of the Notes (the "Tender
Consideration").
The Early Tender Payment is payable only to Holders who tendered and validly delivered their Notes prior to or at the Early
Tender Time. Holders who validly tendered and did not withdraw Notes prior to or at the Early Tender Time will be eligible to
receive the Total Consideration (including the Early Tender Payment) on the Early Settlement Date in respect of Notes accepted
for purchase. Holders who validly tender their Notes after the Early Tender Time and prior to or at the Expiration Date will be
entitled to receive the Tender Consideration, namely an amount equal to the Total Consideration less the Early Tender Payment, on
the Final Settlement Date (as defined below) in respect of notes accepted for purchase. In addition, Holders whose Notes are
purchased in the Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest
payment date to, but not including, the applicable Settlement Date (as defined below).
Payment for Notes that were validly tendered at or prior to the Early Tender Time and not validly withdrawn at or prior to the
Withdrawal Deadline, and accepted for purchase in the Offer, will be after the Early Tender Time but prior to the Expiration Date
(the "Early Settlement Date"), and is expected to be on or about August 22, 2016. Payment for Notes
that are validly tendered after the Early Tender Time, but at or prior to the Expiration Date, and accepted for purchase in the
Offer, will be promptly after the Expiration Date (the "Final Settlement Date", and the Final Settlement Date and the Early
Settlement Date each being a "Settlement Date") and is expected to be on or about September 6,
2016.
If the aggregate principal amount of Notes validly tendered in the Offer exceeds the Maximum Tender Amount, then, subject to
the terms and conditions of the Offer, the Company will accept Notes on a pro rata basis as described in the Offer to
Purchase.
The Withdrawal Deadline for the Offer has now passed. Notes already tendered pursuant to the Offer may no longer be withdrawn,
and any other Notes tendered prior to the Expiration Date may not be withdrawn, except as required by applicable law.
The Company's obligation to accept for purchase, and to pay for, the Notes validly tendered pursuant to the Offer is subject
to, and conditioned upon satisfaction or waiver of, certain conditions, as set forth in the Offer Documents, in the sole
discretion of the Company. The Offer is not conditioned on any minimum participation by the Holders.
The Company may increase the Maximum Tender Amount in its sole discretion but is under no obligation to do so. There can be no
assurance that the Company will exercise its right to increase the Maximum Tender Amount.
Notes may be tendered and will be accepted for payment only in denominations of $2,000 and any
integral multiple $1,000 in excess thereof. Any tender of Notes the proration of which would
otherwise result in a return of Notes to a tendering Holder in a principal amount below the minimum denomination of $2,000 principal amount may be rejected in full or accepted in full in the sole discretion of the Company.
The Dealer Manager for the Offer is:
Citigroup Global Markets Inc.
390 Greenwich Street, 1st floor
New York, New York, 10013
U.S.A.
Attention: Liability Management
Group
U.S. Toll Free: +1 800-558-3745
Collect: +1 212-723-6106
The Information and Tender Agent for the Offer is Global Bondholder Services Corporation. To contact the Information and
Tender Agent, banks and brokers may call +1-212-430-3774, and others may call U.S. toll-free: +1 866-470-4500. Additional contact
information is set forth below.
Global Bondholder Services Corporation
|
|
|
|
|
By Mail, Hand or Overnight Courier:
|
|
|
By Facsimile Transmission:
|
|
|
|
|
65 Broadway, Suite 404
New York, NY 10006
USA
Attention: Corporate Actions
E-mail: info@gbsc-usa.com
|
|
|
(for eligible institutions only)
+1 212-430-3775/3779
Attention: Corporate Actions
Confirmation by Telephone
+1 212-430-3774
|
|
|
|
|
Holders of the Notes are urged to read the Offer Documents carefully. Any questions or requests for assistance in relation to
the Offer Documents may be directed to the Dealer Manager at its telephone number set forth above or to the Holder's broker,
dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. Requests for additional copies of
the Offer Documents may be directed to the Information and Tender Agent at the addresses and telephone numbers set forth above.
Documents relating to the Offer, including the Offer to Purchase and the Letter of Transmittal, are also available at http://www.gbsc-usa.com/iamgold/.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell any of the Notes or any other
securities.
The Offer is being made solely pursuant to the Offer Documents. The Offer is not being made in, nor will the Company accept
tenders of Notes from, any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. None of the Company, Computershare Trust Company, N.A., Computershare Trust Company
of Canada, the Dealer Manager or the Information and Tender Agent is making any recommendations
to the Holders as to whether or not to tender all or any portion of Notes. Holders must decide whether to tender Notes, and
if tendering, the amount of Notes to tender.
Forward Looking Statements
This news release contains forward-looking statements. All statements, other than of historical fact, that address
activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including,
without limitation, statements regarding the terms and timing for completion of the Offer, including the acceptance for purchase
of any Notes validly tendered and the expected Expiration Date and Settlement Date thereof, the potential increase to the Maximum
Tender Amount, the satisfaction or waiver of certain conditions of the Offer, the expected, estimated or planned gold production,
cash costs, margin expansion, capital expenditures and exploration expenditures and statements regarding the estimation of
mineral resources, exploration results, potential mineralization, potential mineral resources and mineral reserves) are
forward-looking statements. Forward-looking statements are generally identifiable by use of the words "will", "continue",
"expect", "estimate", "intend", "to have", "plan" or "project" or the negative of these words or other variations on these words
or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are
beyond the Company's ability to control or predict, that may cause the actual results of the Company to differ materially from
those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from
current expectations include, among other things, without limitation, failure to meet expected, estimated or planned gold
production, cash costs, margin expansion, capital expenditures and exploration expenditures and failure to establish estimated
mineral resources, the possibility that future exploration results will not be consistent with the Company's expectations,
changes in world gold markets and other risks disclosed in IAMGOLD's most recent Form 40-F/Annual Information Form on file with
the SEC and Canadian provincial securities regulatory authorities. Any forward-looking statement speaks only as of the date on
which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to
update any forward-looking statement.
About IAMGOLD
IAMGOLD is a mid-tier mining company with four operating gold mines on three continents. A solid base of strategic
assets in Canada, South America and Africa is complemented by development and exploration projects and continued assessment of accretive
acquisition opportunities. IAMGOLD is in a strong financial position with extensive management and operational
expertise.
SOURCE IAMGOLD Corporation