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TORONTO, Feb. 25, 2022 /CNW/ -
Item 1 – Security and Reporting Issuer
This press release relates to common shares (the "Shares") of Triple Flag Precious Metals Corp. (the "Issuer").
The Issuer's address is:
Triple Flag Precious Metals Corp.TD Canada Trust Tower161 Bay Street, Suite 4535Toronto, ON M5J 2S1
The transaction that triggered the requirement to file this press release was the entry into by Triple Flag Mining Aggregator S.à r.l. ("TFM Aggregator") of an agreement to purchase Shares from certain members of the Issuer's management team (the "Management Vendors") which was entered into on February 25, 2022 (the "Management Purchase Agreement").
Item 2 – Identity of the Acquiror
This press release is filed on behalf of Elliott Investment Management L.P. ("Elliott Investment Management"), the investment manager of Elliott International, L.P. ("Elliott International"), a majority of the limited partnership interests of which are held by Elliott International Limited ("EIL"). Elliott Investment Management directly or indirectly has direction and control over all of the Shares held by the Acquiror (as defined below).
This press release is also filed on behalf of European Investments Holding Company S.à r.l. ("EIHC"), the sole shareholder of TFM Aggregator. EIHC is majority-owned by Elliott International, and directly or indirectly has beneficial ownership of all of the Shares held by TFM Aggregator, Triple Flag Mining Elliott and Management Co-Invest LP ("Co-Invest LP") and Triple Flag Co-Invest Luxembourg Investment Company S.à r.l. ("Co-Invest Luxco"). Co-Invest LP is controlled by its sole general partner Triple Flag Mining Elliott and Management Co-Invest GP Ltd. ("Co-Invest GP").
Elliott Investment Management, Elliott International, EIL, EIHC, TFM Aggregator, Co-Invest LP, Co-Invest GP and Co-Invest Luxco are collectively referred to as the "Acquiror".
The address of the Acquiror is as follows:
c/o Elliott Investment Management L.P.Phillips Point, East Tower777 S. Flagler Drive, Suite 1000West Palm Beach, FL 33401USA
On February 25, 2022, TFM Aggregator entered into the Management Purchase Agreement providing for the purchase of 1,337,790 Shares in the aggregate in private purchase transactions (collectively, the "Current Report Purchases") at a purchase price of Cdn. $15.94 per Share, for a total cash purchase price of Cdn. $21,324,372.60.
Item 3 – Interest in Securities of the Reporting Issuer
At the time that the Issuer became a reporting issuer in Canada pursuant to its initial public offering prospectus dated May 19, 2021 (the "IPO Prospectus"), Co-Invest LP held 97,915,712 Shares and Co-Invest Luxco held 37,987,680 Shares, respectively, for a total of 135,903,392 Shares. As disclosed in the IPO Prospectus, immediately following the closing of the initial public offering and without giving effect to the exercise of the over-allotment option granted to the underwriters by the Issuer (the "Over-Allotment Option"), Co-Invest LP and Co-Invest Luxco held approximately 63.12% and 24.49% of the then issued and outstanding Shares, respectively, for a total of approximately 87.61%, all of which Shares were indirectly under the direction and control of Elliott Investment Management.
As disclosed in the Issuer's press release dated June 28, 2021 (the "Press Release"), upon the partial exercise of the Over-Allotment Option, an additional 1,058,553 Shares were issued on June 29, 2021, following which 156,192,715 Shares were outstanding, reducing the percentage of Shares held by Co-Invest LP and Co-Invest Luxco to approximately 62.69% and 24.32%, respectively, or approximately 87.01% in the aggregate.
Pursuant to Early Retractions (as defined below), 5,639,946 Shares held by Co-Invest LP were transferred to Management Investors (as defined below), reducing the number of Shares held by Co-Invest LP to 92,275,766 Shares and reducing the percentage of Shares held by Co-Invest LP and Co-Invest Luxco to approximately 83.4% in the aggregate. See Item 6.
After giving effect to the Current Report Purchases made under the Management Purchase Agreement, the Acquiror beneficially owns, and has control and direction over, 131,601,236 Shares.
Based on 156,024,365 Shares outstanding as of February 25, 2022 (based on information received from the Issuer regarding the number of Shares currently outstanding), immediately after the completion of the Current Report Purchases the Shares held by the Acquiror represented approximately 84.3% of the Shares outstanding. This represents an increase of 0.9% from the 83.4%% held by the Acquiror in the aggregate following the Early Retractions.
The Acquiror acquired ownership of, and control and direction over, additional Shares.
Item 4 – Purpose of the Transaction
TFM Aggregator entered into the Management Purchase Agreement solely for the purpose of providing the Management Vendors with sufficient cash proceeds to fund their respective tax payment obligations in 2022 arising as a result of Early Retractions (as defined below) of certain securities held by them which occurred during the 2021 calendar year. See Item 6.
As of the date of this press release, the Acquiror does not have any specific current plan or future intention to participate in a transaction which would relate to or result in the occurrence of item (a) of Item 5 above, but may or may not purchase or sell securities of the Issuer in the future on the open market or in private transactions in the ordinary course, and may or may not adopt an automatic trading plan for such purpose, depending on market conditions and other factors material to the Acquiror's investment decision.
As of the date of this press release, the Acquiror does not have any specific current plan or future intention to participate in a transaction or other material change which would relate to or result in the occurrence of any of items (b) through (k) of Item 5 above, but may decide to do so in the event that a firm proposal for a transaction or other material change is advanced by the Issuer, or any other party, on terms satisfactory to the Acquiror.
Item 5 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer
Co-Invest LP and Co-Invest Luxco (the "Principal Shareholders") are parties to an agreement with the Issuer dated May 26, 2021 ("Investor Rights Agreement"). The Investor Rights Agreement entitles the Principal Shareholders to nominate 50% of the Issuer's directors (rounded up to the next whole number), subject to reductions on the percentage of directors that may be appointed based on reductions in the percentage of Shares owned. The Investor Rights Agreement also provides the Principal Shareholders and their permitted affiliates with certain piggy-back registration rights, demand registration rights and shelf registration rights under Canadian and U.S. securities laws. Further, for so long as the Principal Shareholders and their permitted affiliates hold at least 10% of the outstanding Shares, calculated on a non-diluted basis, they are entitled to the benefit of certain subscription rights in the event of issuances of Shares or securities convertible into Shares intended to permit them to maintain their proportionate percentage ownership of Shares. The foregoing summary of the provisions of the Investor Rights Agreement is qualified in its entirety by the full text of the agreement, which is available on the Issuer's SEDAR profile at www.sedar.com.
Following the completion of the initial public offering of the Issuer (the "IPO"), TFM Aggregator, a company owned by certain investment funds advised by Elliott Investment Management, owned series A units and series B units of Co-Invest LP and certain employees of the Issuer (the "Management Investors"), which included the Management Vendors, owned series B units of Co-Invest LP. Pursuant to the limited partnership agreement of Co-Invest LP, TFM Aggregator has the right to require Co-Invest LP to redeem the series A units of Co-Invest LP held by TFM Aggregator at any time following completion of the IPO, and one year following the closing of the IPO (the "Anniversary Date"), any remaining series A units of Co-Invest LP owned by TFM Aggregator will be redeemed by Co-Invest LP. Pursuant to the original terms of the limited partnership agreement of Co-Invest LP, the series B units of Co-Invest LP owned by TFM Aggregator and the Management Investors were to be redeemed by Co-Invest LP on the Anniversary Date. The limited partnership agreement of Co-Invest LP was amended by its general partner pursuant to an amending agreement made as of November 21, 2021 (the "Amending Agreement") to provide each of the Management Investors with the right to require Co-Invest LP to effect an early retraction of their series B units prior to the Anniversary Date, upon the request of the Management Investor at any time following the date of the Amending Agreement, subject to satisfying certain conditions (each, an "Early Retraction"). The Amending Agreement was executed by the general partner of Co-Invest LP at the request of certain of the Management Investors, who wished to have the ability to recognize any applicable tax consequences of the retraction of series B units and corresponding receipt of Shares during the 2021 calendar year rather than the 2022 calendar year. Under the terms of the Amending Agreement, each Management Investor seeking Early Retraction of series B units must first enter into an agreement with the general partner of Co-Invest LP (each, a "Lock-Up Agreement") agreeing not sell any of the Shares received by the Management Investor pursuant to an Early Retraction request until the Anniversary Date without the prior consent of the general partner of Co-Invest LP, subject to certain limited exceptions.
Following the date of the Amending Agreement, Management Investors acquired a total of 5,639,946 Shares pursuant to Early Retractions, and each Management Investor receiving any of such Shares has entered into a Lock-Up Agreement in respect of those Shares.
The shareholders of Co-Invest Luxco are TFM Aggregator and the Management Investors. TFM Aggregator owns ordinary shares, Class A shares and Class C preferred shares of Co-Invest Luxco and the Management Investors own Class B shares of Co-Invest Luxco. The Class B shares of Co-Invest Luxco held by the Management Investors are subject to vesting, with one-third of such shares vesting on each of the first, second and third anniversary of July 24, 2020 (each, a "Vesting Date"), provided that the applicable Management Investor has not retired, resigned or been terminated for cause. Pursuant to the shareholders agreement of Co-Invest Luxco, from and after the Anniversary Date, TFM Aggregator shall request that Co-Invest Luxco redeem all of the Class C preferred shares (the "Class C Retraction"), subject to applicable Luxembourg corporate law requirements, with the redemption price payable by Co-Invest Luxco, at the option of Co-Invest Luxco, to be satisfied by delivery to TFM Aggregator a specified number of Shares owned by Co-Invest Luxco. At any time within 60 days after the Anniversary Date and thereafter at any time within 60 days following each Vesting Date, the Management Investors, jointly, will have the right to require TFM Aggregator to purchase, and TFM Aggregator shall have the right to require the Management Investors to sell to TFM Aggregator, all of the Management Investors' Class B shares of Co-Invest Luxco that are vested at such time, in exchange for (i) such number of Shares owned by TFM Aggregator determined by multiplying (A) 2,279,260 Shares (representing 6% of the number of Shares held by Co-Invest Luxco immediately prior to closing of the IPO) by (B) the aggregate number of Class B shares of Co-Invest Luxco that are vested at such time divided by the aggregate number of Class B shares outstanding as of the closing of the IPO and (ii) a cash amount equal to (A) the amount of dividends paid by the Issuer in respect of such Shares since closing of the IPO and prior to the Anniversary Date or the applicable Vesting Date, as the case may be, and (B) any dividends declared by the Issuer but not yet paid on such Shares that have an ex-dividend date prior to the Anniversary Date or the applicable Vesting Date, as the case may be.
See the IPO Prospectus for additional information.
Item 6 – Exemption
The Acquiror is relying on the normal course purchase exemption afforded by Section 4.1 of National Instrument 62-104 Take-Over Bids and Issuer Bids ("NI 62-104"). The Acquiror has not acquired more than 5% of the number of Shares outstanding within the past 12-month period and has not paid consideration for the acquisition of any Share that is in excess of the market price thereof, as determined in accordance with section 1.11 of NI 62-104.
For further details or to obtain a copy of the early warning report filed in connection with the Current Report Purchases, please visit www.sedar.com or contact:
SOURCE Elliott Investment Management L.P.
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