UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 18, 2015
ALLIED NEVADA GOLD CORP.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware |
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1-33119 |
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20-5597115 |
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of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 9790 Gateway Drive, Suite 200
Reno, Nevada |
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89521 |
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(Zip Code) |
(775) 358-4455
(Registrant’s Telephone Number, Including Area Code)
n/a
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on March 10, 2015, Allied Nevada Gold Corp. (the “Company” or “Allied Nevada”), a Delaware
corporation, and certain of its domestic direct and indirect subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Filing”) under chapter 11 of the United States Bankruptcy
Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). During the pendency of the Bankruptcy Filing, the Debtors are operating their businesses as
debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.
On July 23, 2015, the Debtors entered into an amended and restated restructuring support agreement (the “Amended RSA”) with
(i) certain holders of the Company’s CDN $400 million 8.75% senior unsecured notes due 2019, issued by Allied Nevada pursuant to that certain indenture dated as of May 25, 2012 by and between Allied Nevada and Computershare Trust
Company of Canada and (ii) the Company’s secured bank lenders.
On August 18, 2015, the Debtors obtained a waiver (the
“Waiver”) from the Requisite Consenting Noteholders (as defined in the Amended RSA) and the Requisite Secured Lenders (as defined in the Amended RSA), providing that they shall grant all waivers and consents that may be necessary or
required under the Amended RSA to waive the Creditor Party Termination Event arising under Section 5(a)(vi) of the Amended RSA as a result of the Bankruptcy Court granting relief terminating the automatic stay (as set forth in section 362 of
the Bankruptcy Code) with regard to the lifting of the automatic stay with respect to those assets set forth on Schedule A of Exhibit 10.1 attached hereto.
The foregoing description of the Waiver is qualified in its entirety by reference to the Waiver attached hereto as Exhibit 10.1 and
incorporated herein by reference.
On March 12, 2015, in connection with the Bankruptcy Filing, the
Company entered into a Secured Multiple Draw Debtor-in-Possession Credit Agreement (as amended by that certain Waiver and Amendment No. 1, dated as of May 7, 2015, that certain Waiver No. 2, dated as of June 8, 2015, and as
further amended, waived or otherwise modified from time to time prior to the date hereof, the “DIP Credit Agreement”), among the Company, as borrower, the direct and indirect subsidiaries of the Company party thereto from time to time, as
guarantors (together with the Company, the “Obligors”), Wilmington Savings Funds Society, FSB, as administrative agent and collateral agent and the lenders from time to time party thereto. On August 18, 2015, the Company was informed
that the majority DIP lenders agreed to waive any default or event of default or anticipated default or event of default arising solely under Section 13.1(w)(i)(D), Section 13.1(w)(x) and Section 13.1(w)(xix) of the DIP Credit
Agreement directly as a result of any non-payment of certain capital lease obligations of the Obligors and the lifting of the automatic stay, in each case, solely with respect to the same assets that are set forth on Schedule A of Exhibit 10.1
attached hereto.
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| Item 9.01. |
Financial Statements and Exhibits |
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| Exhibit No. |
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Exhibit |
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| Exhibit 10.1 |
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Waiver to Amended and Restated Restructuring Support Agreement, dated August 18, 2015 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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| Dated: August 20, 2015 |
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Allied Nevada Gold Corp. |
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By: |
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/s/ Stephen M. Jones |
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Stephen M. Jones |
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Executive Vice President and Chief Financial Officer |
Exhibit Index
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| Exhibit No. |
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Exhibit |
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| Exhibit 10.1 |
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Waiver to Amended and Restated Restructuring Support Agreement, dated August 18, 2015 |
Exhibit 10.1
WAIVER TO AMENDED AND RESTATED
RESTRUCTURING SUPPORT AGREEMENT
This WAIVER TO AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (this “Waiver”) is made as of August 18, 2015 (the
“Waiver Effective Date”), by and among (a) Allied Nevada Gold Corp., a Delaware corporation (“ANV”), and its undersigned direct and indirect subsidiaries (together with ANV, the “Debtors”),
(b) the Requisite Consenting Noteholders (as defined in the Amended RSA (as defined below)), and (c) the Requisite Secured Lenders (as defined in the Amended RSA). Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Amended RSA.
PRELIMINARY STATEMENTS:
WHEREAS, on July 23, 2015, the Debtors entered into that certain Amended and Restated Restructuring Support Agreement (the
“Amended RSA”) with the entities party thereto as “Creditor Parties” thereunder, which amended and restated in its entirety that certain Restructuring Support Agreement, dated as of March 10, 2015, pursuant to which
the Debtors and such Creditor Parties agreed to implement a restructuring and reorganization as set forth in the Modified Plan;
WHEREAS,
the Debtors have requested that the Requisite Consenting Noteholders and the Requisite Secured Lenders grant certain waivers and consents under the Amended RSA, as set forth herein; and
WHEREAS, the Requisite Consenting Noteholders and the Requisite Secured Lenders are willing to grant such consents and waivers on the terms,
subject to the conditions and in reliance on the representations and warranties set forth herein.
NOW, THEREFORE, in consideration of the
premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Waiver of Creditor Party Termination Event. Effective as of the Waiver Effective Date, the Requisite Consenting Noteholders and the
Requisite Secured Lenders grant all waivers and consents that may be necessary or required under the Amended RSA to waive the Creditor Party Termination Event arising under Section 5(a)(vi) of the Amended RSA as a result of the Bankruptcy Court
granting relief terminating the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to the lifting of the automatic stay with respect to those assets set forth on Schedule A annexed hereto.
2. Continued Effect of the Amended RSA. Except as expressly provided herein, this Waiver shall not, by implication or otherwise, alter,
modify, amend or in any way affect any of the obligations or covenants contained in the Amended RSA, all of which are ratified and confirmed in all respects by the parties hereto and shall continue in full force and effect.
3. Effectiveness.
This Waiver shall become effective and binding upon:
(a) the Creditor Parties on the date when counterpart signature pages to this Waiver have been executed and delivered by the Debtors and each
of the Consenting Noteholders and the Secured Lenders; provided, however, that signature pages executed by the Creditor Parties shall be delivered to (i) other Creditor Parties in a redacted form that removes the Creditor
Parties’ holdings of Claims and Interests, and (ii) the Debtors in an unredacted form; and
(b) the Debtors on the later of the
date upon which the Bankruptcy Court enters the Disclosure Statement Order and the RSA Order; provided, however, that the Debtors shall execute and deliver to the Creditor Parties this Waiver concurrently with the execution by the
Creditor Parties.
With respect to any Creditor Party that becomes or has become a party to the Amended RSA by executing and delivering a
Joinder Agreement after the Restructuring Support Effective Date, this Waiver shall become effective and binding as to such Creditor Party at the time such Joinder Agreement is delivered to the Debtors.
4. Entire Agreement. This Waiver, together with the Amended RSA, constitutes the entire agreement of the parties hereto, and supersedes
all other prior negotiations, with respect to the subject matter hereof. Except as modified by this Waiver, the Amended RSA shall continue in full force and effect. Each reference to the Amended RSA hereafter made in any document, agreement,
instrument, notice or communication shall mean and be a reference to the Amended RSA as modified hereby.
5. Severability. If any
provision of this Waiver, or the application of any such provision to any Person or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and
the remaining part of such provision hereof shall continue in full force and effect.
6. Counterparts. This Waiver may be executed
in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Waiver may be delivered by facsimile or otherwise, which shall be deemed
to be an original for the purposes of this Section 5.
7. Governing Law. THIS WAIVER SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed and delivered by
their respective duly authorized officers, solely in their respective capacity as officers of the undersigned and not in any other capacity, as of the Waiver Effective Date.
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| Allied Nevada Gold Corp. |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Executive Vice President & CFO |
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| Allied Nevada Gold Holdings LLC |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Chief Financial Officer |
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| Allied VGH Inc. |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Chief Financial Officer |
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| Allied VNC Inc. |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Chief Financial Officer |
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| ANG Central LLC |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Chief Financial Officer |
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| ANG Cortez LLC |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Chief Financial Officer |
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| ANG Eureka LLC |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Chief Financial Officer |
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| ANG North LLC |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Chief Financial Officer |
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| ANG Northeast LLC |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Chief Financial Officer |
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| ANG Pony LLC |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Chief Financial Officer |
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| Hasbrouck Production Company LLC |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Chief Financial Officer |
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| Hycroft Resources & Development, Inc. |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Chief Financial Officer |
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| Victory Exploration Inc. |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Chief Financial Officer |
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| Victory Gold Inc. |
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| By: |
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/s/ Stephen M. Jones |
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Name: |
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Stephen M. Jones |
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Title: |
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Chief Financial Officer |
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| CONSENTING NOTEHOLDER |
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Name: |
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Title: |
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Name: |
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Title: |
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| Notice Address: |
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| Facsimile: |
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| Attention: |
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[Signature Page to Waiver
to Amended and Restated Restructuring Support Agreement]
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| SECURED LENDER |
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| By: |
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Name: |
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Title: |
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| By: |
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Name: |
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Title: |
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[Signature Page to Waiver
to Amended and Restated Restructuring Support Agreement]
Schedule A
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| Lessor |
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Equipment Description |
| BofA |
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2013 Komatsu Model 930E-4 Electric Mining Truck, Stock No. 10763, Serial No. A31492 |
| BofA |
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Komatsu Model 930E-4 Electric Mining Truck, Stock No. 10768, Serial No. A31537 |
| BofA |
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Komatsu Model 930E-4 Electric Mining Truck, Stock No. 10774, Serial No. A31609 |
| BofA |
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Western Star Model 4900SB Tire Truck, Vehicle Identification No. 5KKHALCK3EPFM2479, together with FEC Model 29017 Tire Handler and Rear Stabilizer |
| People’s Capital |
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Volvo L350F Wheel Loader, Serial No. 14444, with one (1) 156” 10.1 YD3 Spade Nose Bucket, Serial No. 85007-36309 |
| People’s Capital |
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2012 Komatsu MT Model HD785-7 Haul Truck, Serial No. 30136, with 2012 MS HD785-Tank Mega 20000 Gal Water Tank, Serial No. 12-71170 |
| People’s Capital |
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2013 Komatsu Model 930E-4 Electric Mining Truck, Serial No. A31488, Stock No. 10762 |
| MB Financial |
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Komatsu Model 930E-4 Electric Mining Truck, Stock No. 10769, Serial No. A31552 |
| MB Financial |
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Immersive Technologies, Inc. Pro 3 CR Mine Simulator, including specified components |
| MB Financial |
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Caterpillar, Model 16M Motor Grader, Serial No. R9H00493 |
| KEF |
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Hitachi EX5500-S6 Hydraulic Mining Shovel/Excavator, Serial No. HCM18N00K00001051 |
| Washington Federal |
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Hitachi EX5500S6 Excavator with 35.5 Cubic Yard Bucket, Serial No. HCM18N00C00001059 |
| Western Alliance |
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2013 Komatsu Model 930E-4 Electric Mining Truck, Stock No. 10761, Serial No. A31486 |
| Western Alliance |
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Komatsu Model 930E-4 Electric Mining Truck, Stock No. 10767, Serial No. A31532 |
| Atlas Copco |
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Atlas Copco PV271 Drill, Serial No. 4582E |
| Atlas Copco |
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Atlas Copco PV271 Drill, Serial No. 4630 |
| Atlas Copco |
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Atlas Copco PV271 Drill, Serial No. 4719 |
| Atlas Copco |
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Atlas Copco PV271 Drill, Serial No. 4720 |
| Atlas Copco |
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Atlas Copco PV271 Drill, Serial No. 4662 |
| Atlas Copco |
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Atlas Copco PV271 Drill, Serial No. 4754 |
| Atlas Copco |
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Atlas Copco PV271 Drill, Serial No. 4753 |
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| Atlas Copco |
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DM45 Drill, Serial No. 8619 |
| Atlas Copco |
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Atlas Copco PV271 Drill, Serial No. 4759 |
| Atlas Copco |
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Atlas Copco PV271 Drill, Serial No. 4758 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31034 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31135 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31134 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31299 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31301 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31328 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31330 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31332 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31334 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31358 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31387 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31389 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31480 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31519 |
| Komatsu |
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Komatsu 930E-4 Haul Truck, Serial No. A31525 |
| Caterpillar Financial Services |
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Caterpillar model 7495 Rope Shovel, Serial No. 00141487 |
| Caterpillar Financial Services |
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Caterpillar model 7495 Rope Shovel, Serial No. 00141486 |
| Caterpillar Financial Services |
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Caterpillar model 7495 Rope Shovel, Serial No. 00141488 |
| Caterpillar Financial Services |
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Caterpillar D10R Dozer, Serial No. AKT75002 |
| Caterpillar Financial Services |
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Caterpillar 795F Haul Truck, Serial No. ERM00159 |
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| Caterpillar Financial Services |
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Caterpillar 795F Haul Truck, Serial No. ERM00158 |
| Caterpillar Financial Services |
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Caterpillar 834H Wheel Dozer, Serial No. BTX01276 |
| Caterpillar Financial Services |
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Caterpillar 834H Wheel Dozer, Serial No. BTX01258 |
| Caterpillar Financial Services |
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Caterpillar D11T Tractor, Serial No. JEL00331 |
| Bridge Capital |
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Komatsu Model 930E-3 Electric Mining Truck, Stock #10770, Serial Number A31557 |
| Bridge Capital |
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Komatsu Model 930E-4 Electric Mining Truck, Stock #10770, Serial Number A31561 |
| All Points Capital Corp. D/B/A Capital One Equipment Leasing |
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Hitachi EX5500-S6 Excavator, Serial No. HCM18N00K00001052 |