Apex Silver Mines Limited, (AMEX: SIL) (the "Company") today announced that it has reached agreement with holders of approximately 43% of the Company's $290 million convertible subordinated notes on the principle terms of a plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code. As contemplated by the proposed plan of reorganization, if the class of convertible subordinated note holders accepts the plan, senior creditors under the Company's guarantees of the San Cristóbal mine's project financing facility will waive and release their senior claims and holders of convertible subordinated notes will receive a pro rata share of approximately $45 million in cash plus common stock of the reorganized Company. However, if the class of convertible subordinated note holders rejects the proposed plan, the class would receive an allocation of cash only after payment in full of the senior creditors. In such circumstances, the convertible subordinated note holders would receive common stock of the reorganized Company, but might not receive any cash distributions. The consummation of the proposed plan of reorganization is subject to the satisfaction of numerous conditions, including approval by the bankruptcy court of a disclosure statement relating to the proposed plan and the closing of the previously announced sale of the Company's interest in the San Cristóbal mine and related assets to Sumitomo Corporation. The Company expects to commence the Chapter 11 filing this week, possibly as early as Monday, January 12.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the Company's reorganization under Chapter 11 of the Bankruptcy Code and certain of the anticipated terms of the plan of reorganization. These statements are subject to risks and uncertainties, including the ability of the Company to continue business operations during the Chapter 11 proceeding; whether the Company's anticipated financial resources during the proceedings will be sufficient to fund its operations; the ability of the Company to obtain court approval of various motions it expects to file as part of the Chapter 11 proceeding; the ability of the Company to consummate a plan of reorganization as currently planned; risks associated with third party motions in the Chapter 11 proceeding, which may interfere with the Company's ability to develop and consummate a plan of reorganization; the potential adverse effects of the Chapter 11 proceeding on the Company's liquidity, results of operations or business, including its vendor terms and its ability to motivate and retain key executives and other necessary personnel while seeking to implement its plan of reorganization. The Company assumes no obligation to update this information. Additional risks relating to the Company may be found in the Company's periodic and current reports filed with the Commission.
CONTACT:
Apex Silver Mines Corporation
Jerry W. Danni
(303) 839-5060
Sr. Vice President Corporate Affairs
Showing posts with label Apex Silver Mines Limited. Show all posts
Showing posts with label Apex Silver Mines Limited. Show all posts
Monday, January 12, 2009
Thursday, December 18, 2008
Apex Silver Provides an Update Regarding the Company's Restructuring and Financing Arrangements
Apex Silver Mines Limited (AMEX: SIL) today provided an update regarding the company's restructuring and financing arrangements.
Letter of Intent for Sale of San Cristobal to Sumitomo
As announced on November 14, 2008, Apex Silver Mines Limited ("Apex Silver") entered into a non-binding letter of intent with Sumitomo Corporation ("Sumitomo") providing for the sale of Apex's interest in the San Cristobal mine to Sumitomo for a cash purchase price of $22.5 million, payable at the closing of the sale. Apex Silver would continue to manage the mine following the sale. Apex Silver and Sumitomo are continuing to negotiate definitive documentation related to this transaction. Upon completion of the sale, the holders of the Apex Silver $290.0 million in convertible notes would be entitled, under the existing terms of the notes, to redeem the notes for cash. The non-binding letter of intent is subject to significant conditions, including the restructuring of the Apex Silver convertible notes in a voluntary reorganization under chapter 11 of the U.S. Bankruptcy Code.
Termination of Derivative Positions
Apex Silver, Sumitomo and Minera San Cristobal, S.A. ("MSC") have entered into agreements with BNP Paribas and Barlcays PLC for the termination of the derivative positions established as a requirement of the San Cristobal project financing arrangements. Apex Silver paid approximately $59.0 million, or 65% of the final net settlement amounts with respect to the derivative positions, and repaid Sumitomo $7.5 million in respect of 65% of funding previously provided by Sumitomo to MSC to settle certain derivative positions. Apex Silver made these payments from the $91.0 million previously deposited by Apex Silver as cash collateral for the benefit of the counterparties to the derivative positions. Apex Silver received the remaining cash collateral, totaling $24.5 million.
Project Finance Loans Acquired by Sumitomo
Sumitomo has acquired 90% of the San Cristobal project finance loans from the lenders at par plus accrued interest, together with the right to exercise remedies of the lenders against MSC, Apex Silver and other Apex Silver subsidiaries. As previously disclosed, Apex Silver anticipates that Sumitomo, as the current holder of the San Cristobal project finance loans and the rights to exercise remedies against MSC, will have the right to accelerate the indebtedness outstanding upon a default by MSC or Apex Silver and its affiliates including the circumstances described in Apex Silver's quarterly report on Form 10-Q, for the quarter ending September 30, 2008. As noted in that filing, Apex Silver does not have, and does not expect to have, sufficient cash to fully settle its share of the obligations if they were to become immediately due and payable and has reclassified such obligations as short-term in its consolidated balance sheets.
Amendment to Sumitomo Loan Agreement
Under the terms of the Amendment to the Loan Agreement dated August 11, 2008 with SC Minerals Aktiebolag, a subsidiary of Sumitomo ("SC Minerals"), SC Minerals has agreed to increase by $25.0 million the amount available for borrowing by MSC. SC Minerals is the 35% shareholder of MSC. The additional $25 million is to be used solely to fund MSC's operating expenses. The $25.0 million is in addition to the $125.0 previously borrowed pursuant to the original Loan Agreement and subsequent Amendments to the Loan Agreement. The additional loan amount may be borrowed by MSC at any time on or before December 31, 2008. Apex Silver expects that MSC will borrow the full Additional Loan Amount on December 22, 2008.
If the full amount available under the amended Loan Agreement is fully drawn (including the Additional Loan Amount), no payments are made by MSC prior to maturity, and SC Minerals were to convert all amounts payable into MSC shares as of the maturity date, Apex Silver's indirect ownership interest in MSC would be reduced to approximately 40.5% (approximately 48.2% on conversion of principal only).
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the intention of Apex Silver to enter into a definitive agreement relating to the sale of Apex Silver's interest in the San Cristobal mine and the restructuring of Apex Silver's capital structure, the expected continuation of Apex Silver as a management services and exploration company, and MSC's anticipated borrowing from SC Minerals. These statements are subject to risks and uncertainties, including those relating to the ability of Apex Silver and Sumitomo to reach a definitive agreement on all terms of the sale, including terms relating to Apex Silver's management of the mine, the risk that creditors of Apex Silver or the mine will not agree to a restructuring on terms satisfactory to Sumitomo, and the risk that SC Minerals does not advance funds to MSC. The ability of Apex Silver to achieve the contemplated sale could also be affected by other factors, including those relating to its operations such as further decreases in metals prices, whether and to what extent the financial markets continue to experience significant volatility; and political unrest and uncertainty in Bolivia. Apex Silver assumes any obligation to update this information.
CONTACT:
Apex Silver Mines Corporation
Jerry W. Danni
(303) 839-5060
Sr. Vice President Corporate Affairs
Letter of Intent for Sale of San Cristobal to Sumitomo
As announced on November 14, 2008, Apex Silver Mines Limited ("Apex Silver") entered into a non-binding letter of intent with Sumitomo Corporation ("Sumitomo") providing for the sale of Apex's interest in the San Cristobal mine to Sumitomo for a cash purchase price of $22.5 million, payable at the closing of the sale. Apex Silver would continue to manage the mine following the sale. Apex Silver and Sumitomo are continuing to negotiate definitive documentation related to this transaction. Upon completion of the sale, the holders of the Apex Silver $290.0 million in convertible notes would be entitled, under the existing terms of the notes, to redeem the notes for cash. The non-binding letter of intent is subject to significant conditions, including the restructuring of the Apex Silver convertible notes in a voluntary reorganization under chapter 11 of the U.S. Bankruptcy Code.
Termination of Derivative Positions
Apex Silver, Sumitomo and Minera San Cristobal, S.A. ("MSC") have entered into agreements with BNP Paribas and Barlcays PLC for the termination of the derivative positions established as a requirement of the San Cristobal project financing arrangements. Apex Silver paid approximately $59.0 million, or 65% of the final net settlement amounts with respect to the derivative positions, and repaid Sumitomo $7.5 million in respect of 65% of funding previously provided by Sumitomo to MSC to settle certain derivative positions. Apex Silver made these payments from the $91.0 million previously deposited by Apex Silver as cash collateral for the benefit of the counterparties to the derivative positions. Apex Silver received the remaining cash collateral, totaling $24.5 million.
Project Finance Loans Acquired by Sumitomo
Sumitomo has acquired 90% of the San Cristobal project finance loans from the lenders at par plus accrued interest, together with the right to exercise remedies of the lenders against MSC, Apex Silver and other Apex Silver subsidiaries. As previously disclosed, Apex Silver anticipates that Sumitomo, as the current holder of the San Cristobal project finance loans and the rights to exercise remedies against MSC, will have the right to accelerate the indebtedness outstanding upon a default by MSC or Apex Silver and its affiliates including the circumstances described in Apex Silver's quarterly report on Form 10-Q, for the quarter ending September 30, 2008. As noted in that filing, Apex Silver does not have, and does not expect to have, sufficient cash to fully settle its share of the obligations if they were to become immediately due and payable and has reclassified such obligations as short-term in its consolidated balance sheets.
Amendment to Sumitomo Loan Agreement
Under the terms of the Amendment to the Loan Agreement dated August 11, 2008 with SC Minerals Aktiebolag, a subsidiary of Sumitomo ("SC Minerals"), SC Minerals has agreed to increase by $25.0 million the amount available for borrowing by MSC. SC Minerals is the 35% shareholder of MSC. The additional $25 million is to be used solely to fund MSC's operating expenses. The $25.0 million is in addition to the $125.0 previously borrowed pursuant to the original Loan Agreement and subsequent Amendments to the Loan Agreement. The additional loan amount may be borrowed by MSC at any time on or before December 31, 2008. Apex Silver expects that MSC will borrow the full Additional Loan Amount on December 22, 2008.
If the full amount available under the amended Loan Agreement is fully drawn (including the Additional Loan Amount), no payments are made by MSC prior to maturity, and SC Minerals were to convert all amounts payable into MSC shares as of the maturity date, Apex Silver's indirect ownership interest in MSC would be reduced to approximately 40.5% (approximately 48.2% on conversion of principal only).
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the intention of Apex Silver to enter into a definitive agreement relating to the sale of Apex Silver's interest in the San Cristobal mine and the restructuring of Apex Silver's capital structure, the expected continuation of Apex Silver as a management services and exploration company, and MSC's anticipated borrowing from SC Minerals. These statements are subject to risks and uncertainties, including those relating to the ability of Apex Silver and Sumitomo to reach a definitive agreement on all terms of the sale, including terms relating to Apex Silver's management of the mine, the risk that creditors of Apex Silver or the mine will not agree to a restructuring on terms satisfactory to Sumitomo, and the risk that SC Minerals does not advance funds to MSC. The ability of Apex Silver to achieve the contemplated sale could also be affected by other factors, including those relating to its operations such as further decreases in metals prices, whether and to what extent the financial markets continue to experience significant volatility; and political unrest and uncertainty in Bolivia. Apex Silver assumes any obligation to update this information.
CONTACT:
Apex Silver Mines Corporation
Jerry W. Danni
(303) 839-5060
Sr. Vice President Corporate Affairs
Friday, November 14, 2008
Apex Silver Announces Letter of Intent for Sale of San Cristobal Mine to Sumitomo
Apex Silver Mines Limited (AMEX: SIL) today announced that it has entered into a non-binding letter of intent with Sumitomo Corporation providing for the sale of Apex Silver's interest in the San Cristóbal mine to Sumitomo for a cash purchase price of $22.5 million. Apex Silver would continue to manage the mine following the sale.
Sumitomo currently owns a 35% interest in the mine indirectly through Minera San Cristóbal, S.A., a subsidiary of Apex Silver (MSC). Sumitomo also has the right to convert outstanding borrowings under a $100 million line of credit extended to MSC by one of Sumitomo's subsidiaries into additional MSC equity interests. MSC has borrowed $82 million under this facility. If those borrowings were fully converted, Sumitomo would have an aggregate 53.6% indirect interest in the San Cristóbal mine.
Jeffrey G. Clevenger, President and Chief Executive Officer of Apex Silver, stated, "We are pleased that Apex Silver will continue to partner with Sumitomo at this world-class mine, and we look forward to a comprehensive resolution of the issues that the company has faced as a result of the current volatility in the commodity and financial markets."
Summary of Key Terms:
Sumitomo (or an affiliate) will purchase Apex's and its affiliates' remaining equity interests in MSC, shareholder loans to MSC and certain other assets for a cash purchase price of $22.5 million, payable at the closing of the sale. Sumitomo (or an affiliate) will assume the liabilities relating to the San Cristóbal mine, including borrowings under the project finance facility for the mine and certain related liabilities under metal derivatives positions, net of the $91 million restricted cash at Apex Silver that has been pledged as collateral for the derivatives positions.
Apex Silver Mines Corporation (ASMC), a wholly owned subsidiary of Apex Silver, will manage MSC for an annual fee to be determined, but that will be not less than $6 million and sufficient to cover ASMC's costs. ASMC will also be entitled to an annual incentive fee of up to $1.5 million based on achievement of benchmarks for operating efficiency mutually agreed by the parties. The management agreement will have a minimum term of 12 months, after which Sumitomo may terminate the agreement on six months' notice and ASMC may terminate on 12 months' notice. The agreement will also be subject to early termination in certain circumstances. Apex Silver will guarantee ASMC's performance.
Apex Silver will receive limited contingent value rights entitling it to participate in the appreciation of the value of the mine in certain circumstances.
The non-binding letter of intent is subject to significant conditions, including completion by Sumitomo of diligence, the preparation of definitive documentation, the approval by the board of directors of each party and the restructuring of the mine's project finance facility and metal derivatives positions and Apex Silver's convertible notes in a voluntary reorganization under chapter 11 of the U.S. Bankruptcy Code.
About Apex Silver
Apex Silver is a mining, exploration and development company. Its 65%-owned San Cristóbal mine is the world's largest development in silver and zinc. The ordinary shares of Apex Silver trade on the American Stock Exchange under the symbol "SIL."
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the intention of Apex Silver to enter into a definitive agreement relating to the sale of Apex Silver's interest in the San Cristóbal mine and the restructuring of Apex Silver's capital structure and the expected continuation of Apex Silver as a management services and exploration company. These statements are subject to risks and uncertainties, including those relating to the ability of Apex Silver and Sumitomo to reach a definitive agreement on all terms of the sale, including terms relating to Apex Silver's management of the mine, and the risk that creditors of Apex Silver or the mine will not agree to a restructuring on terms satisfactory to Sumitomo. The ability of Apex Silver to achieve the contemplated sale could also be affected by other factors, including those relating to its operations such as further decreases in metals prices, whether and to what extent the financial markets continue to experience significant volatility; and political unrest and uncertainty in Bolivia. Apex Silver assumes any obligation to update this information.
CONTACT:
Apex Silver Mines Corporation
Jerry W. Danni
Sr. Vice President Corporate Affairs
(303) 839-5060
Sumitomo currently owns a 35% interest in the mine indirectly through Minera San Cristóbal, S.A., a subsidiary of Apex Silver (MSC). Sumitomo also has the right to convert outstanding borrowings under a $100 million line of credit extended to MSC by one of Sumitomo's subsidiaries into additional MSC equity interests. MSC has borrowed $82 million under this facility. If those borrowings were fully converted, Sumitomo would have an aggregate 53.6% indirect interest in the San Cristóbal mine.
Jeffrey G. Clevenger, President and Chief Executive Officer of Apex Silver, stated, "We are pleased that Apex Silver will continue to partner with Sumitomo at this world-class mine, and we look forward to a comprehensive resolution of the issues that the company has faced as a result of the current volatility in the commodity and financial markets."
Summary of Key Terms:
Sumitomo (or an affiliate) will purchase Apex's and its affiliates' remaining equity interests in MSC, shareholder loans to MSC and certain other assets for a cash purchase price of $22.5 million, payable at the closing of the sale. Sumitomo (or an affiliate) will assume the liabilities relating to the San Cristóbal mine, including borrowings under the project finance facility for the mine and certain related liabilities under metal derivatives positions, net of the $91 million restricted cash at Apex Silver that has been pledged as collateral for the derivatives positions.
Apex Silver Mines Corporation (ASMC), a wholly owned subsidiary of Apex Silver, will manage MSC for an annual fee to be determined, but that will be not less than $6 million and sufficient to cover ASMC's costs. ASMC will also be entitled to an annual incentive fee of up to $1.5 million based on achievement of benchmarks for operating efficiency mutually agreed by the parties. The management agreement will have a minimum term of 12 months, after which Sumitomo may terminate the agreement on six months' notice and ASMC may terminate on 12 months' notice. The agreement will also be subject to early termination in certain circumstances. Apex Silver will guarantee ASMC's performance.
Apex Silver will receive limited contingent value rights entitling it to participate in the appreciation of the value of the mine in certain circumstances.
The non-binding letter of intent is subject to significant conditions, including completion by Sumitomo of diligence, the preparation of definitive documentation, the approval by the board of directors of each party and the restructuring of the mine's project finance facility and metal derivatives positions and Apex Silver's convertible notes in a voluntary reorganization under chapter 11 of the U.S. Bankruptcy Code.
About Apex Silver
Apex Silver is a mining, exploration and development company. Its 65%-owned San Cristóbal mine is the world's largest development in silver and zinc. The ordinary shares of Apex Silver trade on the American Stock Exchange under the symbol "SIL."
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the intention of Apex Silver to enter into a definitive agreement relating to the sale of Apex Silver's interest in the San Cristóbal mine and the restructuring of Apex Silver's capital structure and the expected continuation of Apex Silver as a management services and exploration company. These statements are subject to risks and uncertainties, including those relating to the ability of Apex Silver and Sumitomo to reach a definitive agreement on all terms of the sale, including terms relating to Apex Silver's management of the mine, and the risk that creditors of Apex Silver or the mine will not agree to a restructuring on terms satisfactory to Sumitomo. The ability of Apex Silver to achieve the contemplated sale could also be affected by other factors, including those relating to its operations such as further decreases in metals prices, whether and to what extent the financial markets continue to experience significant volatility; and political unrest and uncertainty in Bolivia. Apex Silver assumes any obligation to update this information.
CONTACT:
Apex Silver Mines Corporation
Jerry W. Danni
Sr. Vice President Corporate Affairs
(303) 839-5060
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