Sherritt and Partners Sign Definitive Agreement to Restructure Ambatovy Joint Venture
Sherritt International Corp. (“Sherritt”) (TSX:S):
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Sherritt International Corp. (“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% interest.
- 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 restructuring costs.
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.
About Sherritt
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”.
Forward-Looking Statements
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 requirements.
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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Contact
Sherritt International Corporation
Joe Racanelli, 416-935-2451
Director of Investor Relations
Toll-Free: 1-800-704-6698
investor@sherritt.com
www.sherritt.com