Experience

Gold Sector Acquisition

Kinross Gold Corporation

Chadbourne represented Kinross Gold Corporation, a Canadian company, in the $3.1 billion acquisition of Bema Gold Corp. in a deal that creates a $7.9 billion gold producer. Chadbourne's attorneys assisted Kinross on Russian and certain U.S. and English law aspects of the deal, including due diligence and mining law issues and the restructuring and spin-off of certain Russian assets and agreements related to management and operation of the spun-off Russian assets. The Firm also assisted in obtaining Russian antimonopoly approvals for the transaction itself, i.e., the amalgamation of Kinross and Bema, since it affected four Russian companies, including Bema's shares in Chukotka Mining and Geological Company (CMGC), a major gold producer in the Chukotka Peninsula in the far east of Russia.

In addition, Chadbourne has been advising on a separate joint venture being set up by Kinross, a new company formed by Bema management and a Russian shareholder. Chadbourne also advised on consent waivers and amendments to a CMGC project finance facility with a syndicate of lenders, subordinated lenders and hedging counterparties. The facility is around $400 million—a CMGC senior loan of $400 million and a junior loan of $25 million. The acquisition was completed by way of a shareholder-approved plan of arrangement whereby each Bema common share will be exchanged for 0.441 of a Kinross common share, representing a 34% premium to the 20-day volume weighted average price of Bema common shares on the Toronto Stock Exchange. Upon completion of this transaction, 61% of Kinross will be held by existing Kinross shareholders and 39% by existing Bema shareholders.