Book size: 1705; Redemption: 2027-05-28; Registration: 144A/Reg S;
Deal Comments
Endeavour Mining Plc (Ticker: EDV LN (London), EDV CN (Toronto)), exp issue ratings BB-/BB (n/s) by S&P/Fitch, US$500m 144A/Reg S 5nc2 sr unsec notes due 5/28/30. Citi (B&D) sole global coordinator. Citi/BMO/HSBC/ING joint active books. First call date: 5/28/27. Call Schedule: beginning on 5/28/27: 103.50%; beginning on 5/28/28: 101.75; beginning on 5/28/29: 100. MWC: During non-call period, at a discount rate of Treasury plus 50 basis points. Put Option: Put at 101% in the case of Change of Control and Ratings Decline. Covenants: Incurrence based covenants including but not limited to: Debt Incurrence: Fixed Charge Coverage Ratio: 2.0x; Restricted Payments: 50% of CNI subject to incurrence ratio; amongst others. Guarantors: (1) Endeavour Canada Holdings Corporation, (2) Endeavour Gold Corporation, (3) Ity Holdings UK Limited, (4) Hounde Holdings Ltd., (5) Mana Burkina Holdings Ltd., (6) Massawa (Jersey) Limited, (7) Sabodala Gold (Mauritius) Limited and (8) Lafigue Holdings UK Limited. Listing/Trading: Euronext Dublin GEM. Governing Law: New York. UOP: Finance the purchase of any and all existing notes validly tendered and accepted for purchase by the issuer pursuant to the tender offer, and to pay fees and expenses in relation to the transaction. Pricing 5/21. Settle 5/28 (T+4). 144A CUSIP: 29261HAB1.
IPTs: High 7%.
PRICED: $500m 7.00% 5/28/30 98.967 7.25%. MW+50.-------------------------------------------------------------------------------------
Endeavour Mining plc (“Endeavour”, ticker: EDV LN (London), EDV CN (Toronto)), rated BB-/BB by S&P/Fitch, a West African-focused leading global gold miner, has mandated Citigroup as Global Coordinator, together with BMO, HSBC and ING as Active Bookrunners, to arrange a Global Investor Call at 15:00 UKT / 10:00 NYT on Monday, 19 May 2025, alongside fixed income investor meetings and calls from London. An offering of USD500mm 5NC2 144A / Reg S Senior Notes (the “New Notes Offering”) will follow, subject to market conditions.
The Notes are expected to be rated in line with the corporate ratings.
Citigroup is coordinating logistics.
Endeavour Mining plc has also announced a concurrent any-and-all tender offer on its outstanding USD500mm 5% Senior Notes due 2026. Among other things, the tender is conditional upon the successful completion of the concurrent New Notes Offering (the "New Financing Condition"). The expiration and withdrawal deadline for the tender offer is 17:00 NYT on 28 May, 2025, pursuant to the Offer to Purchase dated 19 May, 2025. Citigroup and BMO are acting as Dealer Managers on the tender offer.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
ENDEAVOUR MINING PLC – HYBRID ROADSHOW SCHEDULEMONDAY, 19 MAY – Location: Stirling Square, 5-7 Carlton Gardens, London SW1Y 5AD, Floor 3PHYSICAL 11:00 - 11:45 UKT Small Group Physical – Slot 1PHYSICAL 12:00 - 12:45 UKT Small Group Physical – Slot 2PHYSICAL 13:00 - 13:45 UKT Small Group Physical – Slot 3VIRTUAL 15:00 - 15:45 UKT Global Investor CallHYBRID 16:00 - 16:45 UKT Small Group Hybrid – Slot 4HYBRID 17:00 - 17:45 UKT Small Group Hybrid – Slot 5HYBRID 18:00 - 18:45 UKT Small Group Hybrid – Slot 6TUESDAY, 20 MAY – Location: Stirling Square, 5-7 Carlton Gardens, London SW1Y 5AD, Floor 3PHYSICAL 08:00 - 08:45 UKT Small Group Physical – Slot 7PHYSICAL 09:00 - 09:45 UKT Small Group Physical – Slot 8PHYSICAL 10:00 - 10:45 UKT Small Group Physical – Slot 9PHYSICAL 11:00 - 11:45 UKT Small Group Physical – Slot 10PHYSICAL 12:00 - 12:45 UKT Small Group Physical – Slot 11PHYSICAL 14:00 - 14:45 UKT Small Group Physical – Slot 12PHYSICAL 15:00 - 15:45 UKT Small Group Physical – Slot 13HYBRID 16:00 - 16:45 UKT Small Group Hybrid – Slot 14HYBRID 17:00 - 17:45 UKT Small Group Hybrid – Slot 15HYBRID 18:00 - 18:45 UKT Small Group Hybrid – Slot 16