19 Aug 2005listing compliance notice▼ BadMajor
MK RESOURCES CO deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
8 Aug 2005dividend declaration▲ GoodMajor
One day before the merger vote, MK Resources declared a dividend of deferred valuation rights tied to its 4,821,905 Bear Creek Mining shares (about 15% of Bear Creek), and added contractual appraisal rights. Bear Creek stock rose from about $2.8M in value on May 2, 2005 to about $11.5M on August 5, 2005, and Leucadia refused to raise the exchange ratio but agreed to the dividend, which is based on net proceeds from an orderly sale of the shares minus the May 2 value. The filing says the minority's indirect share of the gain was about 27.9%, or $2.4M; the actual payout depends on future sale proceeds and is not fixed in the text. The vote was still scheduled for August 9, 2005.
11 July 2005business combination● NeutralMajor
MK Resources sent shareholders the final merger proxy for the May 2005 deal: each MK share becomes 0.0317 of a Leucadia share (worth $1.28 on July 8, 2005), with about 333,503 Leucadia shares issued in total (the earlier figure was 333,463). The vote is on August 9, 2005, and Leucadia's 72.1% stake is enough to approve it, so minority holders cannot block it; the filing says holders can pursue appraisal rights under Delaware law, and the Inmet sale of 70% of Las Cruces is what the merger is meant to enable.
21 June 2005material agreement● Neutral
The board approved extra pay of $1,000 per day for audit committee chair Robert R. Gilmore for his work on the Inmet and Leucadia merger transactions. This includes working with Raymond James on the fairness opinion and visiting the Las Cruces project in Spain. It is on top of his regular director pay and is not paid for days with audit committee meetings.
13 May 2005financial restatement● NeutralMajor
MK Resources said its 2004 audited financial statements should no longer be relied on because of an accounting error on the Leucadia convertible loan's debt discount, which was expensed when it should have been capitalized. The restatement cuts the 2004 net loss by about $6.0 million, to $5.8 million ($0.15 per share), and raises total assets to $123.8 million. The amount owed on the loan is unchanged, and the debt will not be converted or repaid in the Leucadia merger.
11 May 2005listing compliance notice▼ Bad
MK RESOURCES CO withdrew a registration statement, abandoning the offering it covered.
10 May 2005listing compliance notice▼ Bad
MK RESOURCES CO withdrew a registration statement, abandoning the offering it covered.
9 May 2005listing compliance notice▼ Bad
MK RESOURCES CO withdrew a registration statement, abandoning the offering it covered.
3 May 2005business combination● NeutralMajor
MK Resources and Leucadia (which owns 72.1% of MK) agreed to sell 70% of the Las Cruces project to Inmet Mining for 5,600,000 Inmet shares. To facilitate the sale, Leucadia will buy the remaining 27.9% of MK, with holders receiving 0.0317 Leucadia share per MK share (333,463 Leucadia shares in total). Both deals need conditions to be met, including MK stockholder approval, a registration statement and a project financing commitment of at least $255 million. Leucadia's votes are enough to approve the merger.
8 Mar 2005debt financing▼ BadMajor
This continues the Leucadia financing (Amendment No. 11 in October 2004). Amendment No. 12 raises the borrowing limit to $80 million, extends the term to January 3, 2007 and cuts Leucadia's conversion price from $1.75 to $1.30 per share, below the $1.95 trading price. A new $35 million Dutch subsidiary facility with Leucadia funds a capital contribution of about 26 million (currency as stated in the filing) to the Las Cruces company, needed to stay eligible for Spanish government subsidies. The parent guarantees it and pledges 65% of the Dutch subsidiary's stock.
23 Nov 2004material agreement● Neutral
The compensation committee approved an Executive Severance Plan covering the CEO, CFO, manager of operations and manager of mine development. It pays three times annual base salary if a participant is terminated without cause or for good reason after a trigger event such as a change of control or a liquidation following a sale of the primary mining project.
14 Oct 2004debt financing▼ BadMajor
MK Resources and its majority lender Leucadia amended their credit agreement, raising the borrowing limit to $75 million and the interest rate to prime plus 3.0%. Leucadia can now convert loans into MK shares: automatically at the offering price if the planned public offering with CIBC World Markets completes, or at its option at $1.75 per share if the registration statement is withdrawn. Converting would dilute existing shareholders.
6 Feb 2004resource reserve update▲ GoodMajor
MK Gold Company (the name on this filing; later filings use MK Resources) announced a new feasibility study for its Las Cruces copper project in Spain. The study puts mineable ore at 16.1 million metric tons at 6.53% copper (up from 15.8 million tons at 5.94% in the 2001 study) and capital cost at 281 million euros, with cash operating costs expected to average 0.33 euros per pound. The company says final engineering and project financing are expected to begin in the first quarter of 2004.