Jaguar Mining Inc., a publicly-listed junior resource company, completed a US$320 million recapitalization and financing transaction implemented through a plan of compromise and arrangement under the Companies' Creditors Arrangement Act.
The transaction included an exchange of US$268.5 million in principal value of convertible notes due 2014 and 2016 for new equity, a US$50 million backstopped common share offering, and certain amendments to Jaguar's senior secured credit facility.
In November 2013, holders representing approximately 93 per cent of the outstanding principal amount of Jaguar's convertible notes entered into a Support Agreement with Jaguar pursuant to which they agreed to support the transaction and certain holders of the convertible notes entered into a Backstop Agreement with Jaguar pursuant to which they agreed to fully backstop a $50 million share offering.
On Dec. 23, 2013, Jaguar commenced proceedings under the CCAA to implement the recapitalization and restructuring transaction through a CCAA Plan. Also on Dec. 23, 2013, Jaguar sought and obtained a Claims Procedure Order and a Meeting Order to expedite implementation of the restructuring. The CCAA Plan was approved by 100 per centof the affected creditors voting at the meeting held on Jan. 31, 2014 and was sanctioned by the Court on Feb. 6, 2014.
Jaguar is a junior gold producer in Brazil with operations in the state of Minas Gerais and owns the Gurupi Project in Northeastern Brazil. Jaguar also owns additional mineral resources in Brazil.
Norton Rose Fulbright Canada LLP acted for Jaguar with a team including Walied Soliman, Paul Fitzgerald, Heidi Reinhart, Seemal Patel, Sarah Osman and Kate Swanson (corporate and securities); Nicole Sigouin (debt financing), Tony Reyes, Orestes Pasparakis and Evan Cobb (insolvency and restructuring) and Barry Segal (tax). Schulte Roth & Zabel LLP acted as US securities counsel to Jaguar. Canaccord Genuity acted as financial advisor to Jaguar.
Goodmans LLP acted for an ad hoc committee of noteholders with a team including Robert Chadwick, Melaney Wagner and Caroline Descours (insolvency and restructuring); Tim Heeney and Matthew Segal (corporate and securities); Carrie Smit and Michael Royal (tax) and Joe Conforti (employment). Jeffrey Lowenthal of Stroock & Stroock & Lavan LLP acted as US securities counsel, and Andre de Melo Ribeiro of Dias Carneiro Advogados led the team that acted as Brazilian counsel to the ad hoc committee of noteholders. Houlihan Lokey acted as financial advisor to the ad hoc committee of noteholders.
Osler Hoskin & Harcourt LLP acted for the court appointed CCAA Monitor, FTI Consulting Canada Inc. (FTI), with a team including Marc Wasserman, Michael De Lellis and David Rosenblat (corporate restructuring). Greg Watson and Jodi Porepa led the FTI team.
Davies Ward Phillips & Vineberg LLP acted for the Special Committee of the Board of Directors of Jaguar with a team including Kevin Thomson (corporate), Robin Schwill (insolvency and restructuring), Scott Hyman and Joshua Kuretzky (debt financing).
Jaguar's senior secured lender, Global Resource Fund, was represented by Jason Arbuck, Paul Stein, Joseph Bellissimo, Josh Calderon, Jay King, Eleonore Morris and Matthew Peters of Cassels Brock & Blackwell LLP.