New Gold Announces Launch of $400 Million Senior Notes Offering to Fund Tender Offer for Outstanding 7.50% Senior Notes

Rhea-AI Summary

New Gold Inc. (TSX: NGD) (NYSE American: NGD) has announced the launch of a $400 million Senior Notes offering. The company plans to use the proceeds, along with cash on hand, to purchase all outstanding 7.50% senior notes due 2027 through a tender offer.

The company intends to redeem any remaining 2027 notes at 100% of the principal amount around July 15, 2025. The new Notes will be offered exclusively to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S, as well as to Canadian investors through private placement.

The tender offer for existing notes is not conditional on any minimum principal amount being tendered, while the Notes offering will not be registered under the U.S. Securities Act.

Positive

• Refinancing of existing 7.50% notes could potentially lower interest expenses
• No minimum principal requirement for tender offer provides flexibility
• Company has sufficient cash on hand to support the refinancing

Negative

• Taking on $400M new debt obligation
• Additional fees and expenses associated with refinancing
• Continued debt burden on balance sheet

Insights

Financial Analyst

New Gold's announcement of a $400 million Senior Notes offering represents a significant debt refinancing initiative with notable implications for its capital structure. The company is effectively replacing its existing 7.50% senior notes due 2027 through a combination of a tender offer and potential redemption of remaining notes by mid-2025.

This transaction demonstrates proactive liability management by addressing debt obligations well ahead of their 2027 maturity date. The refinancing occurs in a dynamic interest rate environment, though the absence of disclosed terms for the new notes makes it impossible to determine whether this will result in actual interest savings or simply term extension.

From a balance sheet perspective, this move maintains New Gold's debt level while potentially altering its maturity profile and interest expense structure. With a market capitalization of approximately $2.2 billion, this $400 million offering represents a substantial portion of the company's capital structure.

The successful execution of this refinancing will depend on market reception to the new notes offering, which targets qualified institutional buyers and non-U.S. persons. The transaction structure - using proceeds plus cash on hand - suggests management's confidence in both their ability to place the new notes and the company's liquidity position.

For investors, this represents standard financial management rather than a fundamental change to New Gold's operational outlook or growth strategy. Without knowing the new notes' terms, this appears to be a neutral development focused on liability management rather than a clearly positive or negative indicator of the company's financial trajectory.

(All amounts are in U.S. dollars unless otherwise indicated)

TORONTO, March 4, 2025 /PRNewswire/ - New Gold Inc. ("New Gold" or the "Company") (TSX: NGD) (NYSE American: NGD) today announced that it has commenced an offering of $400 million aggregate principal amount of Senior Notes (the "Notes"). New Gold intends to use the net proceeds from the offering of the Notes, together with cash on hand, to fund the purchase of any and all of its outstanding 7.50% senior notes due 2027 (the "Existing Notes") and to pay related fees and expenses. New Gold intends to use the remainder of the net proceeds, if any, to redeem any Existing Notes remaining outstanding following the Tender Offer (as defined below) at 100% of the principal amount thereof on or about July 15, 2025.

As also announced today, New Gold has commenced a tender offer (the "Tender Offer") to purchase for cash any and all of the Existing Notes, subject to, among other conditions, the successful completion of the offering of the Notes. The Tender Offer is being made only by and pursuant to the terms and conditions of the related Offer to Purchase. The offering of the Notes is not conditional upon any minimum principal amount of Existing Notes being tendered and purchased in the Tender Offer.

The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes will be offered and sold in Canada on a private placement basis pursuant to certain prospectus exemptions.

The offer and sale of the Notes will not be registered under the Securities Act and the Notes may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer or sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. This news release shall not constitute an offer to purchase or the solicitation of an offer to sell any Existing Notes in the Tender Offer, and this news release shall not constitute a notice of redemption for the Existing Notes.

About New Gold

New Gold is a Canadian-focused intermediate mining Company with a portfolio of two core producing assets in Canada, the Rainy River gold mine and the New Afton copper-gold mine. New Gold's vision is to build a leading diversified intermediate gold company based in Canada that is committed to the environment and social responsibility. 

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian and U.S. securities legislation. All statements, other than of historical fact, that address activities, events or developments that New Gold believes, expects or anticipates will or may occur in the future are forward-looking statements, including the completion and timing of the offering of the Notes, the intended use of proceeds from the offering of the Notes to fund the Tender Offer and the Company's intention to redeem any Existing Notes not tendered and the timing thereof. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements.  Although New Gold has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking statements. New Gold does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

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SOURCE New Gold Inc.

FAQ

What is the size of New Gold's (NGD) new Senior Notes offering in 2025?

New Gold (NGD) announced a $400 million Senior Notes offering on March 4, 2025.

How will New Gold (NGD) use the proceeds from its 2025 Senior Notes offering?

The proceeds will be used to purchase outstanding 7.50% senior notes due 2027 and pay related fees, with remaining funds used to redeem any outstanding 2027 notes by July 15, 2025.

When does New Gold (NGD) plan to redeem remaining 2027 notes?

New Gold plans to redeem any remaining 2027 notes at 100% of principal amount around July 15, 2025.

Who is eligible to participate in New Gold's (NGD) 2025 Notes offering?

The Notes are offered to qualified institutional buyers under Rule 144A, non-U.S. persons under Regulation S, and Canadian investors via private placement.