On May 30, 2016, Sterling Resources Ltd. (“Sterling”) closed a series of recapitalization transactions (the “Recapitalization”) in relation to its wholly owned subsidiary’s senior secured bond (the “Bonds”). Pursuant to the Recapitalization, on the closing date Sterling: (1) completed a rights offering by way of a short-form prospectus dated April 20, 2016, that raised aggregate gross proceeds of $1,303,646.48, all of which were used to release and cancel a portion of the outstanding liabilities under the Bonds; (2) issued an aggregate of 14,192,862,213 common shares to or on behalf of the holders of the Bonds in exchange for the release and cancellation of approximately US$173 million of further liabilities under the Bonds; and (3) entered into an amended and restated agreement governing the remaining liabilities under the Bonds of approximately US$40 million, a new super senior credit facility with certain of the holders of the Bonds in the amount of US$40 million and an intercreditor agreement.
Stikeman Elliott LLP advised Sterling and its affiliates with a team led by Keith Chatwin that included Andrew Beamer, Jennifer McPherson and Derek Schiissler (securities/corporate finance), Amy Nugent (banking) and David Weekes and Julie D’Avignon (tax). Bracewell (UK) LLP acted as UK counsel to Sterling and its affiliates with a deal team consisting of Jason Fox, Alastair Young, Nicholas Neuberger and Olga Galin (securities/corporate finance) and Suchita Woodward and Luka Pavlovic (banking). Burness Paull LLP also acted as UK counsel to Sterling and its affiliates with a deal team consisting of Robin Clarkson, Eliska Pejskova, Laura Taylor and Laura McMorland (securities/corporate finance) and John Kennedy (banking). Schjødt acted as Norwegian counsel to Sterling and its affiliates with a team including Jon Kristian Sjåtil, Hedda Leikvang and Anders Gullåsen. Milbank, Tweed, Hadley & McCoy LLP acted as US counsel to Sterling and its affiliates with a deal team consisting of Mark Mandel, Brett Nadritch and Danielle Kersis.Osler, Hoskin & Harcourt LLP advised the Bond trustee with a team led by Robert Lehodey, QC, that included Neal Ross (securities/corporate finance) and Lorne Carson and Tina Peters (banking). Freshfields Bruckhaus Deringer acted as UK counsel to the Bond trustee with a team including Adam Gallagher, Jack Shepherd, Sean Lacey, Jenna Willis and Tom Wallis (securities/corporate finance) and Hugh Landry and Michael Blau (banking). Wikborg Rein acted as Norwegian counsel to the Bond trustee, with a team consisting of Andreas Fjaervoll-Larsen and Birgitte Karlsen.