Gold Reserve Announces Final Results of Restructuring of 5.50%
Senior Subordinated Convertible Notes due 2022
SPOKANE, WA,
Nov. 27, 2012 /CNW/ - Gold Reserve
Inc. (TSX VENTURE:GRZ) (NYSE-MKT:GRZ) (the "Company") is pleased to
announce today the results of the restructuring of its 5.50% Senior
Subordinated Convertible Notes due 2022 (the "Notes"). The Company
restructured approximately $101.3
million of its $102.3 million
total Notes for $33.8 million in
cash, $42.2 million in equity
(representing 12,412,501 common shares at $3.40 per share), $25.3
million in new two-year Modified Notes (5.5% yield and
convertible into common shares under certain circumstances at
$4.00 per share) and a Contingent
Value Right ("CVR") to be distributed pro-rata to the participating
Note holders totaling 5.468% of any award or settlement of the
Company's ICSID arbitration.
In the second quarter 2012, pursuant to the terms of the
Indenture which gave Note holders the right to require the Company
to purchase all or a portion of their Notes, holders elected to
surrender an aggregate of $16.9
million of the Notes to the Company for cash. Concurrently,
the Company announced a restructuring agreement (the "Restructuring
Agreement") with its three largest Note holders, who held
approximately 88% of the outstanding Notes and in the third
quarter, the next largest Note holder became a party to the
Restructuring Agreement bringing the total Notes subject to the
Restructuring Agreement to approximately 98.7% of the Notes
outstanding. In the third quarter, management also offered the same
restructuring terms to the holders of the remaining 1.3% of the
Company's outstanding Notes (the "Other Note Holders").
Doug Belanger, President stated
"The Board and management are pleased that with this transaction we
minimized to the extent practicable shareholder dilution,
significantly reduced the Company's interest cost and created
positive equity going forward. This transaction is good for all
stakeholders in that it rationalizes the capital structure of the
Company, with greater certainty going forward."
The offer to the Other Note Holders representing approximately
1.3% or $1,080,000 in aggregate
principal amount of Notes to participate in the restructuring
transaction that had been agreed to with the four largest Note
holders expired at 11:59 p.m., Eastern
Time, on Friday, November 23,
2012. As of November 26, 2012,
Notes in the aggregate amount of $38,000 were tendered by the Other Note Holders.
In accordance with the terms of the offer, the Company has accepted
all of the tendered Notes.
The Company's four largest Note holders will receive, in the
aggregate, $16,875,000 in cash
($15,439,500 was previously paid in
July 2012), 12,406,913 shares of the
Company's Class A common stock ($42,183,500 at $3.40 per share), $25,308,000 principal amount of Modified Notes
and 5.465% Contingent Value Right. The Other Note Holders will
receive, in the aggregate, $12,000 in
cash, 5,588 shares of the Company's Class A common stock
($19,000 at $3.40 per share), $7,000 principal amount of Modified Notes and
.003% Contingent Value Right.
After the restructuring, $1,042,000
million principal amount of existing Notes, $25,315,000 million principal amount of Modified
Notes, 5.468% Contingent Value Right and approximately 72,711,709
shares of Class A common stock will be issued and outstanding.
The terms and conditions of the Offer to the Other Note Holders
were set forth in the Tender Offer Statement filed on Schedule TO,
and the letter of transmittal and the related offer materials filed
as exhibits, which were filed with the Securities and Exchange
Commission on September 18, 2012, as
amended and supplemented.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
Further information regarding the Company can be located at
www.goldreserveinc.com, www.sec.gov and www.sedar.com.
"Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release."
SOURCE Gold Reserve Inc.