On April 3, 2019, Americas Silver Corporation (“Americas Silver”) completed its acquisition of Pershing Gold Corporation (“Pershing Gold”) by way of an agreement and plan of merger (the “Transaction”). In the Transaction, holders of Pershing Gold common stock received 0.715 common shares of Americas Silver for each share of Pershing Gold common stock held (the “Exchange Ratio”), and holders of shares of Pershing Gold’s series E preferred stock were able to elect to receive either (i) common shares of Americas Silver or (ii) newly created non-voting preferred shares of Americas Silver for their shares of series E preferred stock, each based on the Exchange Ratio.
Americas Silver was advised in-house by Peter McRae and by Blake, Cassels & Graydon LLP with a deal team that included Michael Hickey, John Wilkin, Liam Churchill, Kendall Grant, Galen Miller and Alexa Morin (Securities/M&A), Jeffrey Shafer (Tax) and Jasmine Jin (Financial Services).
Troutman Sanders LLP acted as US counsel to Americas Silver, with a deal team that included Thomas Rose, Shona Smith, Brenna Sheffield, Cot Eversole (Securities/M&A), Mark Goldsmith and Joel Post (Tax), Justin Wood (Lending), Megan Rahman (CFIUS) and Mitch Portnoy (HSR).
Parsons Behle & Latimer (Rew Goodenow) acted as Nevada counsel to Americas Silver.
Davis Graham & Stubbs LLP acted as US counsel to Pershing Gold, with a deal team that included Brian Boonstra, Joel Benson, Randy Hubbard, Justin Nyberg, Alena Prokop and Adrienne Kovac (Securities/M&A), Michael Snider (Tax) and Jonathan Marks (Executive Compensation).