First Quantum issues $2.23 billion new notes in exchange offer so far

By Angela McDaniels

Tacoma, Wash., Feb. 12 - First Quantum Minerals Ltd. said it issued $1,114,947,000 principal amount of new 6¾% senior notes due 2020 and $1,114,947,000 principal amount of new 7% senior notes due 2021 to noteholders who participated in its exchange offer prior to 11:59 p.m. ET on Feb. 7, the early tender date.

In addition, the company has received consents from holders of at least a majority of the outstanding principal amount of both series of notes covered by the offer, so a supplemental indenture giving effect to the proposed amendments has been executed, according to a company news release.

The amendments remove substantially all of the negative covenants and some events of default and provide a waiver of any past defaults and claims against FQM (Akubra) and the company.

As previously reported, the exchange offer is for the 8¾% senior notes due 2020 and 7½% senior notes due 2021 issued by Inmet Mining Corp., now FQM (Akubra) Inc.

Holders had tendered $1,449,304,000, or 97.3%, of the 8¾% notes and $498,813,000, or 99.8%, of the 7½% notes as of the early tender date.

The total exchange price includes an early tender premium for notes tendered by the early tender deadline.

The exchange offer began on Jan. 28 and will continue until 11:59 p.m. ET on Feb. 24.

Holders who tender their notes must consent to the amendments, and they may not deliver consents without tendering their notes.

The offer is part of the company's objective to achieve pari passu ranking and credit support among all classes of its capital markets debt, and it is part of the company's plan to streamline its capital and financing structure after the acquisition of Inmet Mining.

7¼% notes consent solicitation

In addition, First Quantum said it received the needed consents from holders of at least a majority of its 7¼% senior notes due 2019 and has executed a supplemental indenture giving effect to the proposed amendments.

A consent solicitation for the notes ended at 5 p.m. ET on Feb. 7. Holders needed to be of record as of Jan. 27.

The company offered a cash consent payment of $10.00 per $1,000 principal amount of notes.

The amendments, among other things, increase in certain circumstances the amount of investments that the company can make, and the amount of secured and unsecured debt that the company can incur under the indenture.

The company said the amendments more closely align the covenants included in the indenture and the covenants included in the new note indentures issued in the exchange offer.

D.F. King & Co., Inc. (212 269-5550 or 800 769-7666) is the information agent for the exchange offer and consent solicitations.

First Quantum is a mining company based in Vancouver, B.C.

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