FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private
Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of
May, 2019
Commission File
Number 001-31522
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Eldorado Gold Corporation
(Translation of registrant's name into English)
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1188-550 Burrard Street
Bentall 5
Vancouver, B.C.
Canada V6C 2B5
(Address of
principal executive offices)
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Indicate by check
mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Form 20-F....[
]..... Form
40-F...[.X.]...
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Note:
Regulation S-T Rule 101(b)(1) only
permits the submission in paper of a Form 6-K if submitted
solely to provide an attached annual report to security
holders.
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T
Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document
that the registrant foreign private issuer must furnish and make
public under the laws of the jurisdiction in which the registrant
is incorporated, domiciled or legally organized (the registrant's
"home country"), or under the rules of the home country exchange on
which the registrant's securities are traded, as long as the report
or other document is not a press release, is not required to be and
has not been distributed to the registrant's security holders, and,
if discussing a material event, has already been the subject of a
Form 6-K submission or other Commission filing on
EDGAR.
Indicate by check
mark whether by furnishing the information contained in this Form,
the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934.
Yes [
] No [ X ]
If "Yes" is marked,
indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
Signatures
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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ELDORADO GOLD CORPORATION
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Date: May 17,
2019
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By:
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/s/ Karen
Aram
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Karen
Aram
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Corporate
Secretary
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Exhibits
99.1
Eldorado Gold Material Change Report Dated May 17,
2019
ELDORADO GOLD CORPORATION
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name
and Address of Company
Eldorado Gold
Corporation (“Eldorado” or the
“Company”)
Suite
1188 – Bentall 5
550
Burrard Street
Vancouver, British
Columbia V6C 2B5
Item 2.
Date of Material Change
May 13,
2019
Three
news releases were disseminated via Global Newswire, and filed on
SEDAR, on May 13, 2019.
Item 4.
Summary of Material Change
The
Company announced that it has received commitments from a syndicate
of lenders for a US$450 million Senior Secured Credit Facility (the
“Facility”). The Facility consists of a US$200 million
term loan (the “Term Loan”) and a US$250 million
revolving credit facility (the “RCF”). The Facility
will replace the existing revolving credit facility established by
HSBC Bank Canada and certain other lenders, and is subject to
completion of customary closing conditions, with expected
completion of conditions precedent on or prior to the end of Q2
2019.
The
Company also announced that it intends to offer up to US$300
million aggregate principal amount of senior secured second lien
notes due 2024 (the “Notes”), subject to market and
other conditions. The interest rate and other terms of the Notes
will be determined based on prevailing market
conditions.
Subsequent to the
announcement of the Facility and the launch of the Notes offering,
the Company announced that it and its syndicate of lenders have now
fully executed the amended and restated senior secured credit
agreement in respect of the Facility. All terms of the Facility
remain as outlined in the Company’s prior press release, and
completion of conditions precedent is expected on or prior to the
completion of the Company’s senior secured second-lien notes
announced earlier today.
Item 5.
Full Description of Material Change
The
Company announced that it has received commitments from a syndicate
of lenders for the Facility. The Facility consists of the Term Loan
and the RCF. The Facility will replace the existing revolving
credit facility established by HSBC Bank Canada and certain other
lenders, and is subject to completion of customary closing
conditions, with expected completion of conditions precedent on or
prior to the end of Q2 2019.
Eldorado has
received commitments for the Facility from HSBC, Bank of Montreal,
National Bank of Canada, BNP Paribas, Bank of America N.A. Canada
Branch, Export Development Canada, and Ressources Québec Inc.
The Joint Lead Arrangers for the Facility were HSBC, BMO Capital
Markets and National Bank Financial Markets.
Term
Loan and Revolving Credit Facility
The
Company has outstanding approximately US$71 million in letters of
credit issued to secure certain obligations in connection with its
operations, which, for the purposes of the Facility, are deemed to
be outstanding under the Facility.
Table 1: Key terms of the Facility
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Term Loan
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Revolving Credit Facility (RCF)
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Amount
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US$200
million
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US$250
million
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Type
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Senior,
secured, and to be fully drawn at closing
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Senior,
secured, revolving, and a portion to be deemed outstanding at
closing
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Purpose
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Together
with other proceeds, to redeem the 6.125% Senior Notes due
2020
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General
corporate, working capital and capital expenditures
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Repayments
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Six
equal semi-annual payments from June 30, 2020
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Outstanding
amounts due four years from closing
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Interest
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LIBOR
plus margin of 2.25% - 3.25%
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The
Company also announced that it intends to offer up to US$300
million aggregate principal amount of senior secured second lien
notes due 2024 (the “Notes”), subject to market and
other conditions. The interest rate and other terms of the Notes
will be determined based on prevailing market
conditions.
Eldorado intends to
use the net proceeds of the Notes, together with Term Loan proceeds
incurred under a new Facility to be entered into in connection with
the offering of the Notes and cash on hand, to redeem its US$600
million 6.125% Senior Notes due December 2020 and to pay fees and
expenses in connection with the forgoing.
The
Notes have not been registered under the United States Securities
Act of 1933, as amended (the "Securities Act"), or the securities
laws of any state and may not be offered or sold absent
registration under the Securities Act or an applicable exemption
from the registration requirements thereof. The Notes will be
offered and sold only to persons reasonably believed to be
qualified institutional buyers in accordance with Rule 144A under
the Securities Act and to certain “non-U.S. persons”
outside the United States in reliance on Regulation S under the
Securities Act and in each case pursuant to available prospectus
exemptions from securities laws of British Columbia. The Notes will
be offered and sold outside of the US (including in Canada) on a
private placement basis pursuant to certain exemptions from
applicable securities laws.
The
news release issued in connection with the Notes does not
constitute an offer to sell or a solicitation of an offer to buy,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such jurisdiction or an exemption therefrom. This press release was
issued pursuant to and in accordance with Rule 135c under the
Securities Act.
Subsequent to the
announcement of the Facility and the launch of the Notes offering,
the Company announced that it and its syndicate of lenders have now
fully executed the amended and restated senior secured credit
agreement in respect of the Facility. All terms of the Facility
remain as outlined in the Company’s prior press release, and
completion of conditions precedent is expected on or prior to the
completion of the Company’s senior secured second-lien notes
announced earlier today.
With
the expected increase in free cash flow from Kisladag from the
resumption of heap leaching and Lamaque now in commercial
production, the Company expects to use such cash flow in part to
repay the Term Loan in full.
This report contains forward looking statements and forward looking
information within the meaning of applicable Canadian and U.S.
securities laws. Often, but not always, forward-looking statements
and forward-looking information can be identified by the use of
words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"believes" or the negatives thereof or variations of such words and
phrases or statements that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved. Forward-looking statements or information herein include,
but are not limited to the completion of the transactions in
connection with the new Senior Secured Credit Facility and note
offering.
Forward-looking statements and forward-looking information by their
nature are based on assumptions and involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements or information. We have made certain assumptions about
the forward-looking statements and information and even though our
management believes that the assumptions made and the expectations
represented by such statements or information are reasonable, there
can be no assurance that the forward-looking statement or
information will prove to be accurate. Furthermore, should one or
more of the risks, uncertainties or other factors materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in forward-looking statements
or information. These risks, uncertainties and other factors
include, among others, the following: the need to negotiate and
execute a [credit agreement] and related documents; the need for
continued cooperation of the lenders; gold price volatility; the
need to obtain any required consents and related documents,
discrepancies between actual and estimated production, mineral
reserves and resources and metallurgical recoveries; mining
operational and development risk; litigation risks; regulatory
restrictions, including environmental regulatory restrictions and
liability; risks of sovereign investment; currency fluctuations;
speculative nature of gold exploration; global economic climate;
dilution; share price volatility; competition; loss of key
employees; additional funding requirements; and defective title to
mineral claims or property, as well as those factors discussed in
the sections entitled “Forward-Looking Statements” and
“Risk Factors” in the Company's Annual Information Form
& Form 40-F dated March 29, 2019.
There can be no assurance that forward-looking statements or
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, you should not place undue reliance on the
forward-looking statements or information contained herein. Except
as required by law, we do not expect to update forward-looking
statements and information continually as conditions change and you
are referred to the full discussion of the Company's business
contained in the Company's reports filed with the securities
regulatory authorities in Canada and the U.S.
Item 6.
Reliance on 7.1(2) of National Instrument 51-102
Not
applicable.
Item 7.
Omitted Information
Not
applicable.
Item 8.
Executive Officer
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Name of Executive Officer:
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Tim
Garvin
Executive
Vice President and General Counsel
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Telephone
number:
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(604)
601 6692
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May 17,
2019