WHEATON PRECIOUS METALS CORP.: Form 6-K - Filed by newsfilecorp.com

0001062993-18-001309.txt : 20180322 0001062993-18-001309.hdr.sgml : 20180322 20180322142440 ACCESSION NUMBER: 0001062993-18-001309 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180322 FILED AS OF DATE: 20180322 DATE AS OF CHANGE: 20180322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wheaton Precious Metals Corp. CENTRAL INDEX KEY: 0001323404 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32482 FILM NUMBER: 18706533 BUSINESS ADDRESS: STREET 1: SUITE 3500 STREET 2: 1021 WEST HASTINGS STREEET CITY: VANCOUVER STATE: A1 ZIP: V6E 0C3 BUSINESS PHONE: 604 684 3123 MAIL ADDRESS: STREET 1: SUITE 3500 STREET 2: 1021 WEST HASTINGS STREEET CITY: VANCOUVER STATE: A1 ZIP: V6E 0C3 FORMER COMPANY: FORMER CONFORMED NAME: Silver Wheaton Corp. DATE OF NAME CHANGE: 20050411 6-K 1 form6k.htm FORM 6-K WHEATON PRECIOUS METALS CORP.: Form 6-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2018

Commission File Number: 001-32482

WHEATON PRECIOUS METALS CORP.
(Translation of registrant's name into English)

Suite 3500, 1021 West Hastings Street
Vancouver, British Columbia
V6E 0C3
(604) 684-9648
(Address of principal executive offices)

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 [ x ] Form 40-F

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): [ ]

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): [ ]

This report on Form 6-K shall be incorporated by reference into the registrant's Registration Statement on Form S-8 (File No. 333-128128) under the Securities Act of 1933, as amended.

DOCUMENTS FILED AS PART OF THIS FORM 6-K

See the Exhibit Index to this Form 6-K.

SIGNATURE

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.

	WHEATON PRECIOUS METALS CORP.
	(Registrant)

Date: March 22, 2018	By:	/s/ Curt Bernardi

		Curt Bernardi
	Title:	Senior Vice President, Legal and Corporate Secretary

EXHIBIT INDEX

99.1

Fourth Amending Agreement

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Wheaton Precious Metals Corp. - Exhibit 99.1 - Filed by newsfilecorp.com

Execution Version

WHEATON PRECIOUS METALS CORP.
as Borrower

- and -

THE BANK OF NOVA SCOTIA
as Co-Lead Arranger, Joint Bookrunner and Administrative Agent

- and -

BANK OF MONTREAL
as Co-Lead Arranger, Joint Bookrunner and Syndication Agent

- and -

CANADIAN IMPERIAL BANK OF COMMERCE,
ROYAL BANK OF CANADA AND THE TORONTO-DOMINION BANK
as Co-Documentation Agents

- and -

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CANADA BRANCH,
NATIONAL BANK OF CANADA AND HSBC BANK CANADA
as Senior Managers

- and -

THE BANK OF NOVA SCOTIA, BANK OF MONTREAL, CANADIAN IMPERIAL
BANK OF COMMERCE, ROYAL BANK OF CANADA, THE TORONTO-DOMINION
BANK, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CANADA BRANCH,
EXPORT DEVELOPMENT CANADA, HSBC BANK CANADA, MIZUHO BANK, LTD.,
NATIONAL BANK OF CANADA AND BANK OF AMERICA, N.A., CANADA BRANCH
as Lenders

FOURTH AMENDING AGREEMENT TO THE AMENDED AND RESTATED

REVOLVING TERM FACILITY CREDIT AGREEMENT

Dated as of February 27, 2018

Fourth Amending Agreement (RT)

FOURTH AMENDING AGREEMENT TO
AMENDED AND RESTATED REVOLVING TERM FACILITY CREDIT AGREEMENT

THIS AGREEMENT dated as of the 27^th day of February, 2018.

BETWEEN:

THE BANK OF NOVA SCOTIA, a Canadian chartered bank (herein, in its capacity as administrative agent for the Lenders, called the “Administrative Agent”)

- and -

WHEATON PRECIOUS METALS CORP.(formerly known as Silver Wheaton Corp.), a corporation continued under the laws of the Province of Ontario (herein called the “Borrower”)

- and -

THE SEVERAL LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT (herein and therein in their capacities as lenders to the Borrower, collectively called the “Lenders” and individually called a “Lender”)

WHEREAS the Borrower, the Lenders and the Administrative Agent entered into an amended and restated credit agreement dated as of February 27, 2015, as amended by a first amending agreement dated as of November 20, 2015, by a second amending agreement dated as of March 18, 2016 and by a third amending agreement dated as of February 27, 2017 in connection with a certain credit facility in favour of the Borrower (the “Credit Agreement”);

AND WHEREAS the Borrower, the Lenders and the Administrative Agent hereto wish to amend certain provisions of the Credit Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:

Fourth Amending Agreement (RT)

- 2 -

ARTICLE 1
DEFINED TERMS

1.1 Capitalized Terms

All capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Credit Agreement.

ARTICLE 2
AMENDMENTS TO CREDIT AGREEMENT

2.1 General Rule

Subject to the terms and conditions herein contained, the Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Credit Agreement.

2.2 Defined Terms

Section 1.1 of the Credit Agreement is hereby amended as follows:

(a)

The definition of “Maturity Date” is hereby deleted in its entirety and replaced by the following:

““Maturity Date” means February 27, 2023.”

2.3 Lenders’ Commitments

Section 2.2 of the Credit Agreement is hereby amended by deleting the third sentence thereof and replacing it with the following: “Each Lender shall provide to the Borrower its Pro Rata Share of each credit, whether such credit is extended by way of drawdown, rollover or conversion”.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties

To induce the Lenders and the Administrative Agent to enter into this agreement, the Borrower hereby represents and warrants to the Lenders and the Administrative Agent that the representations and warranties of the Borrower which are contained in Section 10.1 of the Credit Agreement, as hereby amended, are true and correct on the date hereof as if made on the date hereof.

Fourth Amending Agreement (RT)

- 3 -

ARTICLE 4
CONDITION PRECEDENT

4.1 Conditions Precedent to Effectiveness of this Agreement

This agreement shall not become effective until the following conditions precedent are fulfilled:

	(a)	this agreement shall have been executed and delivered by each of the Borrower, the Administrative Agent and the Lenders;

	(b)	the attached acknowledgement and consent shall have been executed and delivered by each Guarantor to the Administrative Agent;

	(c)	the Borrower shall have paid to the Lenders and to The Bank of Nova Scotia and Bank of Montreal, in their respective capacities as co-lead arrangers of the Credit Facility (the “Joint-Lead Arrangers”) all fees and expenses required to be paid in connection with the fee letter of even date executed by the Borrower and the Joint-Lead Arrangers.

ARTICLE 5
MISCELLANEOUS

5.1 No Default

The Borrower represents and warrants to and in favour of the Administrative Agent and the Lenders that no Default has occurred and is continuing as at the date this agreement becomes effective and no Default would arise immediately thereafter.

5.2 Future References to the Credit Agreement

On and after the date of this agreement, each reference in the Credit Agreement to “this agreement”, “hereunder”, “hereof”, or words of like import referring to the Credit Agreement, and each reference in any related document to the “Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

5.3 Governing Law

This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.

5.4 Enurement

This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

Fourth Amending Agreement (RT)

- 4 -

5.5 Conflict

If any provision of this agreement is inconsistent or conflicts with any provision of the Credit Agreement, the relevant provision of this agreement shall prevail and be paramount. This agreement shall not create any novation.

5.6 No Waiver

This agreement shall not limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Credit Agreement or any other Credit Document.

5.7 Credit Document

This agreement shall be deemed to be a Credit Document.

5.8 Further Assurances

The Borrower shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this agreement and to each and every provision hereof.

5.9 Counterparts

This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

[Remainder of page intentionally blank.]

Fourth Amending Agreement (RT)

IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement on the date first above written.

WHEATON PRECIOUS METALS CORP.

	By:	/s/ Gary D. Brown
		Name: Gary D. Brown
		Title: Chief Financial Officer


	By:
		Name:
		Title:

Fourth Amending Agreement (RT)

THE BANK OF NOVA SCOTIA, as Administrative Agent

	By:	/s/ Alastair Borthwick
		Name: Alastair Borthwick
		Title: Managing Director


	By:	/s/ Agnes Podbielski
		Name: Agnes Podbielski
		Title: Associate Director

Fourth Amending Agreement (RT)

THE BANK OF NOVA SCOTIA, as Lender

	By:	/s/ Kurt Foellmer
		Name: Kurt Foellmer
		Title: Director


	By:	/s/ Stephen MacNeil
		Name: Stephen MacNeil
		Title: Associate Director

Fourth Amending Agreement (RT)

BANK OF MONTREAL, as Lender

	By:	/s/ Jeremy Beadow
		Name: Jeremy Beadow
		Title:Vice President


	By:
		Name:
		Title:

Fourth Amending Agreement (RT)

CANADIAN IMPERIAL BANK OF COMMERCE, as Lender

	By:	/s/ Peter Rawlins
		Name: Peter Rawlins
		Title: Managing Director


	By:	/s/ Jens Paterson
		Name: Jens Paterson
		Title: Executive Director

Fourth Amending Agreement (RT)

ROYAL BANK OF CANADA, as Lender

	By:	/s/ Stam Fountoulakis
		Name: Stam Fountoulakis
		Title: Authorized Signatory


	By:
		Name:
		Title:

Fourth Amending Agreement (RT)

THE TORONTO-DOMINION BANK, as Lender

	By:	/s/ Burke Smyth
		Name: Burke Smyth
		Title: Managing Director


	By:	/s/ Ben Montgomery
		Name: Ben Montgomery
		Title: Director

Fourth Amending Agreement (RT)

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CANADA BRANCH, as Lender

	By:	/s/ Michael Quinn
		Name: Michael Quinn
		Title: Director, CBB (RM)


	By:
		Name:
		Title:

Fourth Amending Agreement (RT)

EXPORT DEVELOPMENT CANADA, as Lender

	By:	/s/ Philip Sauve
		Name: Philip Sauve
		Title: Senior Associate


	By:	/s/ Shaun Enright
		Name: Shaun Enright
		Title: Financing Manager

Fourth Amending Agreement (RT)

HSBC BANK CANADA, as Lender

	By:	/s/ Doug Brandes
		Name: Doug Brandes
		Title: Director Global Banking


	By:	/s/ Emma Amaya
		Name: Emma Amaya
		Title: Associate Global Banking

Fourth Amending Agreement (RT)

MIZUHO BANK, LTD., as Lender

	By:	/s/ Carmen Angelescu
		Name: Carmen Angelescu
		Title: Director


	By:
		Name:
		Title:

Fourth Amending Agreement (RT)

NATIONAL BANK OF CANADA, as Lender

	By:	/s/ Allan Fordyce
		Name: Allan Fordyce
		Title: Managing Director


	By:	/s/ David Torrey
		Name: David Torrey
		Title: Managing Director

Fourth Amending Agreement (RT)

BANK OF AMERICA, N.A., CANADA BRANCH, as Lender

	By:	/s/ Marc Ahlers
		Name: Marc Ahlers
		Title: Director


	By:
		Name:
		Title:

Fourth Amending Agreement (RT)

ACKNOWLEDGEMENT AND CONSENT

The undersigned, each being a guarantor of the Borrower’s Obligations under, inter alia, the Credit Agreement, hereby acknowledge, agree to and consent to the foregoing amendments to the Credit Agreement and hereby confirm their obligations under their respective Guarantee.

WHEATON PRECIOUS METALS INTERNATIONAL LTD.

	By:	/s/ Bill Koutsouras
	Name:	Bill Koutsouras
	Title:	Director

	By:
	Name:
	Title:

SILVER WHEATON LUXEMBOURG SARL

	By:	/s/ Giselle Passchier
	Name:	Giselle Passchier
	Title:	Manager A

	By:
	Name:
	Title:

WHEATON PRECIOUS METALS (CAYMAN) CO.

	By:	/s/ Ounesh Reebye
	Name:	Ounesh Reebye
	Title:	Director

	By:
	Name:
	Title:

Fourth Amending Agreement (RT)