Timminco Limited
TSX : TIM

Timminco Limited

May 19, 2010 17:24 ET

Timminco Announces Credit Agreement Amendments

TORONTO, ONTARIO--(Marketwire - May 19, 2010) - Timminco Limited ("Timminco" or the "Company") (TSX:TIM) announced today that it has agreed with its senior secured lender, Bank of America, NA (the "Bank"), to establish a US$11.0 million term loan facility under the existing credit agreement. The Bank's total credit commitment under the credit agreement, which also includes the revolving credit facility, remains at US$50.0 million. However, the maturity date of the credit agreement has been extended by three months, to September 30, 2010. The financial covenants in the credit agreement have also been revised.

Concurrently with these amendments, the Bank has reduced the availability under the revolving credit facility by approximately US$11.0 million, through a reduction in the advance rates used to calculate the borrowing base. However, this has been off-set by establishing the new term loan facility, such that the Company is not required to make any immediate repayment on the outstanding amount of the revolving credit facility.

In connection with Timminco's recently announced equity financing, which is expected to generate aggregate net proceeds of approximately C$12.7 million, US$5.0 million of such proceeds will be used to repay the term loan facility, and the balance will be used to repay the revolving credit facility. Following completion of the equity financing, the outstanding principal of the term loan will be US$6.0 million.

Term Loan Facility

The Bank has agreed to provide the Company with a term loan facility in the principal amount of US$11.0 million, under the Credit Agreement dated April 15, 2005, as amended (the "Credit Agreement"). The loan will initially be structured as a U.S. dollar base rate loan, bearing interest at the Bank's prime rate for U.S. dollar loans plus 3.75% per annum, payable monthly, in arrears. All or a portion of the loan may be converted, at the Company's option and subject to continued compliance under the Credit Agreement, into a U.S. or Canadian dollar term loan bearing interest at the applicable LIBOR rate plus 5.25% per annum. The term loan facility, along with the revolving credit facility and all other obligations of the Company under the Credit Agreement, is secured by all of the assets of the Company.

A portion of the loan is repayable upon completion of each of the remaining two tranches of Timminco's recently announced equity financing. Specifically, a total of US$5.0 million will be repayable as follows: (1) upon the closing of the second tranche of such financing, which is expected to be on or about May 21, 2010 and to generate gross proceeds of approximately C$5.8 million, a minimum of US$2.5 million, and up to US$4.0 million, will be repayable; and (2) upon the closing of the third tranche of the equity financing, which is expected to be on June 14, 2010 and to generate gross proceeds of approximately C$2.6 million, a minimum of US$1.0 million, and up to US$2.5 million, will be repayable, depending on the amount repaid upon the closing of the second tranche of such financing. The completion of the second and third tranches remains subject to execution of subscription agreements with investors, other than AMG Advanced Metallurgical Group N.V. ("AMG"), and an agency agreement with the agent appointed by Timminco to facilitate the equity financing, as well as satisfaction of the conditions of the Toronto Stock Exchange's conditional listing approval in respect of the equity financing. AMG has deposited approximately C$5.4 million in escrow, which will be released to Timminco upon delivery of shares as contemplated in connection with the completion of the second and third tranches of the equity financing.

Following completion of the equity financing and repayment to the Bank of the foregoing amounts, the outstanding principal amount of the loan will be US$6.0 million. This remaining balance will be repayable in monthly installments, with the first set of four monthly payments, starting on June 30, 2010, in the amount of $250,000 each. In the event that the Company and the Bank mutually agree to extend the maturity date of the Credit Agreement beyond September 30, 2010, the second set of four monthly payments, starting on October 31, 2010, would be $500,000 each; and the final set of four monthly payments, starting on February 28, 2011, would be $750,000 each.

Amounts paid to the Bank as repayment of the term loan facility are not eligible to be reborrowed, whereas repayments under the revolving credit facility may be reborrowed, and used for general corporate purposes, subject to continued compliance with the Credit Agreement and availability under the revolving credit facility. Following repayment of US$5.0 million on the term loan facility in connection with the equity financing, approximately C$6.4 million of the expected net proceeds from such financing will be treated as repayments under the revolving credit facility (based on the current Bank of Canada noon exchange rate for U.S. dollars). All of the approximately C$4.6 million of proceeds generated from the first tranche of the equity financing on May 13, 2010, have already been paid to the Bank as a repayment of the revolving credit facility, and a portion thereof has been reborrowed.

The Bank's total credit commitment under the Credit Agreement remains unchanged, at US$50.0 million. Accordingly, in connection with establishing the US$11.0 million term loan facility, the maximum amount of the revolving credit facility has been reduced from US$50.0 million to US$39.0 million. The minimum availability reserve covenant under the Credit Agreement also remains unchanged, at US$2.0 million.

Revolving Credit Facility

Under the Credit Agreement, the availability under the revolving credit facility is equal to the borrowing base minus the sum of (i) the amounts borrowed under such facility, (ii) any borrowing base reserve applied by the Bank from time to time, and (ii) the minimum availability reserve applicable to all credit facilities under the Credit Agreement. The borrowing base is based on the values of eligible inventories and receivables and only certain percentages of those values, known as the advance rates, are included in the borrowing base. The Bank has the discretion to adjust the advance rates and apply a borrowing base reserve, in its sole discretion. The Bank applied a borrowing base reserve on May 13, 2010 in the amount of US$1.0 million, pending application of new advance rates in conjunction with the amendments to the Credit Agreement.

The Bank has determined to reduce the advance rates for inventories by an amount that causes an immediate reduction in the borrowing base of approximately US$12.0 million, effective as of today and concurrently with the establishment of the term loan facility. The Bank has also eliminated the US$1.0 million of additional borrowing base reserve effective as of today. As a result, the net decrease in availability under the revolving credit facility is approximately US$11.0 million, which amount has been offset by establishing the US$11.0 million term loan. Accordingly, the Company is not required to repay to the Bank any amount on account of the net decrease in availability under the revolving credit facility (except as described above in connection with prepayments under the term loan facility).

Maturity Date Extension

The maturity date of the Credit Agreement has been extended from July 2, 2010 to September 30, 2010. Therefore, all amounts outstanding under the revolving credit facility and term loan facility as of such maturity date will be due and payable on that day, unless the Bank agrees to further extend the maturity date. There is no assurance that the Bank will extend such date beyond September 30, 2010.

Financial Covenants

The Bank and the Company have also agreed to amend the financial covenants relating to the minimum EBITDA and maximum capital expenditures under the Credit Agreement, each on a cumulative year-to-date basis as at each month end, for the second quarter of 2010.

The Bank and the Company have also established financial covenants relating to the minimum EBITDA and maximum capital expenditures, each on a cumulative year-to- date basis as at each month end, for the third and fourth quarters of 2010. The covenants in respect of the fourth quarter will apply to the extent that the maturity date of the Credit Agreement is further extended beyond September 30, 2010.

About Timminco

Timminco is a producer of silicon metal for the chemicals industry (used in silicones, as well as in polysilicon for electronics and solar energy) and the aluminium industry. The Company is also a producer of solar grade silicon, using its proprietary technology for purifying silicon metal, for the solar energy industry.

Cautionary Notes

This news release contains "forward-looking information", as such term is defined in applicable Canadian securities legislation, concerning Timminco's future financial or operating performance and other statements that express management's expectations or estimates of future developments, circumstances or results. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "expects", "believes", "anticipates", "budget", "scheduled", "estimates", "forecasts", "intends", "plans" and variations of such words and phrases, or by statements that certain actions, events or results "may", "will", "could", "would" or "might" "be taken", "occur" or "be achieved". In this news release, such information includes statements regarding the term loan facility, the maturity date of the Credit Agreement and future covenants and repayment terms, availability of funds and continued compliance with the Credit Agreement, the completion of the remaining tranches of the equity financing, and the use of proceeds of such financing. Forward-looking information is based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which Timminco operates, are inherently subject to significant operational, economic and competitive uncertainties and contingencies.
Timminco cautions that forward-looking information involves known and unknown risks, uncertainties and other factors that may cause Timminco's actual results, performance or achievements to be materially different from those expressed or implied by such information, including, but not limited to: liquidity risk; global economic uncertainty; credit risk; pricing and availability of raw materials; silicon metal selling prices; customer concentration; power supply and electricity prices; production interruptions; transportation disruptions; limited history with solar grade silicon; solar grade silicon selling prices; customer commitments for solar grade silicon; solar grade silicon production costs; quality of solar grade silicon; producing ingots with Timminco's solar grade silicon; protection of intellectual property rights; expansion of solar grade silicon production capacity; class action lawsuits; closure of former magnesium facilities; foreign exchange; investment in Applied Magnesium; interest rate risk; financing for capital expenditures; environmental liabilities; relationships with AMG; dependence upon key executives and employees; completion and integration of potential acquisitions, partnerships or joint ventures; risks with foreign operations and suppliers; environmental, health and safety laws and liabilities; intellectual property infringement claims; new regulatory requirements; labour disputes; and changes in tax laws. These factors are discussed in greater detail in Timminco's Annual Information Form for the year ended December 31, 2009, and in Timminco's most recent Management's Discussion and Analysis, each of which is available via the SEDAR website at www.sedar.com. Although Timminco has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in forward-looking information, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. Accordingly, readers should not place undue reliance on forward-looking information. The forward- looking information in this news release is made as of the date of this news release and Timminco disclaims any intention or obligation to update or revise such information, except as required by applicable law.

Contact Information

  • Timminco Limited
    Robert Dietrich
    Executive Vice President - Finance and CFO
    (416) 364-5171
    (416) 364-3451 (FAX)
    rdietrich@timminco.com
    or
    The Equicom Group Inc.
    Lawrence Chamberlain
    (416) 815-0700 ext. 257
    (416) 815-0080 (FAX)
    lchamberlain@equicomgroup.com