Jaguar Mining Inc. ("Jaguar" or the "Company") (TSX: JAG) today announced that as a result of productive discussions with the ad hoc committee of holders ("Ad Hoc Committee") of its US$165,000,000 4.5% Senior Unsecured Convertible Notes due November 1, 2014 ("4.5% Convertible Notes") and US$103,500,000 5.5% Senior Unsecured Convertible Notes due March 31, 2016 (together with the 4.5% Convertible Notes, the "Convertible Notes") regarding a recapitalization and financing proposal, the Board of Directors of Jaguar has approved a non-binding term sheet outlining the terms of a recapitalization and financing transaction (the "Term Sheet").
The Term Sheet contemplates a transaction that would provide significant operating liquidity to the Company and its subsidiaries through new equity financing and that would significantly reduce the leverage on the Company's balance sheet through a debt-for-equity exchange with holders of the Convertible Notes. As a result of this new equity financing and debt-for-equity exchange, current shareholders would have minimal or no continuing equity interest in the Company following the completion of the transaction. The transaction would be implemented through a statutory plan of arrangement. Further details on the recapitalization and refinancing transaction will be made available as definitive documentation is finalized.
Management and the Board of Directors are optimistic that the transaction contemplated by the Term Sheet will progress quickly to completion in the near future. However, the transaction may be subject to governmental, court, regulatory, shareholder and third party approvals, as applicable, as well as satisfaction or waiver of all the conditions to be set out in the definitive documentation. The Company can give no assurances that the transaction will be completed on the terms set out in the Term Sheet or at all.
In connection with the decision to approve the Term Sheet, Jaguar has elected to defer the semi-annual interest payment due November 1, 2013 on the 4.5% Convertible Notes. The Ad Hoc Committee, which represents a majority of the Convertible Notes, is supportive of the Company's decision to defer this payment at this time. As of September 30, 2013, with a cash balance of US$18 million, the Company has sufficient funds to support in the normal course its ongoing operations in the near term.
The indenture, dated September 15, 2009 (the "Indenture"), among the Company, The Bank of New York Mellon, as trustee, and BNY Trust Company of Canada, as co-trustee, governing the 4.5% Convertible Notes provide a 30-day grace period for payment of interest. Non-payment of interest will not cause an Event of Default under the Indenture unless that interest remains unpaid at the conclusion of the 30 day grace period. During the 30 day grace period Jaguar will seek to finalize definitive documentation for the recapitalization and financing transaction described in the Term Sheet, which Jaguar believes is in the best interests of the Company and beneficial to all stakeholders.
Regarding these current events, David Petroff, President and CEO of Jaguar commented, "The Company continues to be focused on making significant operational and business improvements and the restructuring of its finances is another step towards the Company's overall operating and financial goals. We appreciate the Ad Hoc Committee working with Jaguar to facilitate a mutually agreeable transaction that allows the Company to move forward with our business plan consistent with our strategic vision and in partnership with our customers, operations and employees."
Canaccord Genuity is acting as Financial Advisor and Norton Rose Fulbright Canada LLP is acting as Legal Advisor to the Company. Houlihan Lokey is acting as Financial Advisor and Goodmans LLP is acting as Legal Advisor to the Ad Hoc Committee.
