13:00 | 10.11.2017
Sherritt and Partners Sign Definitive Agreement to Restructure Ambatovy Joint Venture
Sherritt International Corporation (“Sherritt”) (TSX:S):
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Sherritt International Corporation (“Sherritt”) (TSX:S) today announced
the signing of a definitive agreement to restructure its Ambatovy Joint
Venture with Sumitomo Corporation and Korea Resources Corporation that
will result in the transfer by Sherritt of a 28% interest in the Joint
Venture and the elimination of related debt from Sherritt’s balance
sheet consistent with the previously announced agreement in principle.
“The signing of a definitive agreement to restructure our Ambatovy joint
venture partnership represents a significant milestone,” said David
Pathe, President and CEO of Sherritt. “This agreement addresses our ’40
for 12’ issue and eliminates the uncertainty caused by the Ambatovy
non-recourse debt, while ensuring that we retain an ownership stake in
the world’s largest finished nickel laterite mine. Closing of the
transaction will represent the culmination of numerous discussions with
our partners, bondholders, and other lenders over the past three years
to preserve liquidity, de-lever our balance sheet, extend the maturities
of our outstanding public debt, and defer Ambatovy debt repayment.”
Terms of the definitive agreement are consistent with the agreement in
principle that Sherritt and its joint venture partners announced in May
2017, and will result in, amongst other things, amendments to several
agreements governing the Ambatovy Joint Venture and related partner
loans, as well as the Operating Agreement.
Highlights of the Definitive Agreement:
Sherritt will transfer 28% and retain a 12% ownership interest in the
Ambatovy Joint Venture.
Sherritt will eliminate $1.3 billion (at September 30, 2017) in
Ambatovy Joint Venture additional partner loans from its balance sheet.
Sherritt will resume funding for its 12% interest retroactively to the
end of 2015 and expects to pay approximately US$35 million to fulfill
non-funding to date, including accrued interest.
Sherritt’s outstanding partner loans of US$101 million due 2023 (at
September 30, 2017) will continue to be secured by Sherritt’s 12%
The outstanding partner loans can be repaid in cash at any time
through maturity in August 2023. Alternatively, at maturity Sherritt
can: (i) elect to repay the loans in shares or a combination of cash
and shares at 105% of the amount then due, or ( ii) elect to repay in
10 equal semi-annual principal installments (plus interest) commencing
in December 2024, at an interest rate of LIBOR +5% applied from the
original August 2023 maturity date.
Sherritt expects to make an additional payment of approximately US$13
million that will be placed into an escrow account to cover potential
future funding requirements of the Ambatovy Joint Venture. Any amounts
remaining in escrow in August 2023 will be used to repay the
outstanding partner loans, if any.
Sherritt will remain as Operator until at least 2024.
Sherritt will regain voting rights and certain other rights that were
suspended when it ceased funding.
Sherritt will cover transaction and other closing costs, including
financial and legal advisory fees, applicable taxes and corporate
Closing of the transaction remains subject to various conditions and
third party consents. Sherritt expects final closing of the transaction
to occur before year-end 2017.
Sherritt, which is celebrating its 90th anniversary in 2017,
is the world leader in the mining and refining of nickel from lateritic
ores with projects and operations in Canada, Cuba and Madagascar. The
Corporation is the largest independent energy producer in Cuba, with
extensive oil and power operations across the island. Sherritt licenses
its proprietary technologies and provides metallurgical services to
mining and refining operations worldwide. The Corporation’s common
shares are listed on the Toronto Stock Exchange under the symbol “S”.
This press release contains certain forward-looking statements.
Forward-looking statements can generally be identified by the use of
statements that include such words as “believe”, “expect”, “anticipate”,
“intend”, “plan”, “forecast”, “likely”, “may”, “will”, “could”,
“should”, “suspect”, “outlook”, “projected”, “continue” or other similar
words or phrases. Specifically, forward-looking statements in this
document include, but are not limited to, statements set out in this
press release relating to estimated costs and future funding
Forward-looking statements are not based on historic facts, but rather
on current expectations, assumptions and projections about future
events, including matters relating to the transaction disclosed herein;
availability of governmental, regulatory and third party approvals; and
the ability to achieve corporate objectives, goals and plans for 2017.
By their nature, forward-looking statements require the Corporation to
make assumptions and are subject to inherent risks and uncertainties.
There is significant risk that predictions, forecasts, conclusions or
projections will not prove to be accurate, that those assumptions may
not be correct and that actual results may differ materially from such
predictions, forecasts, conclusions or projections.
The Corporation cautions readers of this press release not to place
undue reliance on any forward-looking statement as a number of factors
could cause actual future results, conditions, actions or events to
differ materially from the targets, expectations, estimates or
intentions expressed in the forward-looking statements. These risks,
uncertainties and other factors include, but are not limited to the
risks and uncertainties set out in the Management’s Discussion &
Analysis of the Corporation for the period ending March 31, 2017 and the
Corporation’s Annual Information Form dated March 28, 2017, each of
which are available on SEDAR at www.sedar.com.
Readers are cautioned that the foregoing list of factors is not
exhaustive and should be considered in conjunction with the risk factors
described in this press release and in the Corporation’s other documents
filed with the Canadian securities authorities.
The Corporation may, from time to time, make oral forward-looking
statements. The Corporation advises that the above paragraph and the
risk factors described in this press release and in the Corporation’s
other documents filed with the Canadian securities authorities should be
read for a description of certain factors that could cause the actual
results of the Corporation to differ materially from those in the oral
forward-looking statements. The forward-looking information and
statements contained in this press release are made as of the date
hereof and the Corporation undertakes no obligation to update publicly
or revise any oral or written forward-looking information or statements,
whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. The forward-looking
information and statements contained herein are expressly qualified in
their entirety by this cautionary statement.
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