Glencore Xstrata plc Guarantees Xstrata Canada Corporation's Notes
Computershare Trust Company of Canada (the "Note Trustee") is the trustee for the holders of the Notes under the terms of the Note Indentures. Structural Subordination Glencore's guarantees of the Notes constitute unsecured obligations of Glencore.
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Glencore Xstrata plc Guarantees Xstrata Canada Corporation's Notes - Canada NewsWire (press release)Corporation (" XCC ") today announced that in connection with the recent merger between Glencore International plc and Xstrata plc (now Xstrata Limited) (" Xstrata "), Glencore Xstrata plc (" Glencore ") has fully and unconditionally guaranteed XCC's Notes (defined below). In anticipation of the merger, XCC has obtained an order from the Canadian securities regulators permitting XCC to satisfy its continuous disclosure obligations as a reporting issuer by filing Glencore's UK disclosure documents in place of disclosure documents relating solely to XCC. The order is substantially similar to the order that previously permitted XCC to satisfy its continuous disclosure obligations by filing Xstrata plc's UK disclosure documents and is conditional, among other things, upon Glencore fully and unconditionally guaranteeing the Notes.
Description of Glencore Guarantee of the XCC Notes
The following senior debt of XCC has been guaranteed by Glencore (collectively, the " Notes "): (i) US$250 million principal amount of 6.2% notes due .
The guarantee of XCC's Notes was implemented by amending the trust indentures pursuant to which the Notes were issued (the " Note Indentures "). Pursuant to the terms of the Note Indentures, as amended by supplemental indentures to implement the guarantees, Glencore has fully and unconditionally guaranteed the payment, within 15 days of when due, of the principal and interest owing by XCC to the holders of the Notes. Computershare Trust Company of (the " Note Trustee ") is the trustee for the holders of the Notes under the terms of the Note Indentures.
Glencore's guarantees of the Notes constitute unsecured obligations of Glencore. The terms of the guarantees do not limit the ability of Glencore to incur additional indebtedness, nor do they limit the ability of Glencore's subsidiaries or joint ventures to incur additional secured or unsecured indebtedness. Glencore's obligations under the guarantees will be effectively subordinate to all indebtedness and other liabilities of Glencore's subsidiaries and joint ventures, except to the extent Glencore is a creditor of such subsidiaries or joint ventures ranking at least pari passu with such other creditors.
The Notes, as guaranteed by Glencore, have been rated by the following rating agencies (collectively, the '' Rating Agencies '') as follows:
Holders of the Notes should consult the Rating Agencies with respect to the interpretation of the foregoing ratings and their implications.
The credit ratings accorded to the Notes by the Rating Agencies are not recommendations to purchase, hold or sell the Notes inasmuch as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that the ratings will remain in effect for any period of time or that the ratings will not be revised or withdrawn entirely by one or more of the Rating Agencies at any time in the future if, in the judgment of one or more of the Rating Agencies, circumstances so warrant.
Guarantee of Payment
Each guarantee constitutes a guarantee of payment and not of collection. This means that legal proceedings may be brought directly against Glencore to enforce its obligations under each guarantee without first instituting a legal proceeding against XCC. The guarantees of the Notes will not be discharged except by payment in full of XCC's obligations to the holders of the Notes.
Amendments and Assignment
The guarantees of the Notes may not be amended without the prior approval of the holders of the Notes in accordance with the terms of the Note Indentures, provided that no approval of the holders of the Notes is required for certain changes that do not adversely affect the rights of holders of the Notes.
The guarantees of the Notes will be binding on the successors and assigns of Glencore and will enure to the benefit of the holders of the Notes then outstanding.
The guarantees of the Notes will terminate upon the repayment in full and discharge of all Notes.
The guarantees of the Notes are governed by and construed in accordance with the laws of the State of New York except with respect to the rights, powers, duties and responsibilities of the Note Trustee under the Note Indentures, which are governed by the laws of the Province of Ontario.
Consent to Jurisdiction and Service
Glencore has appointed Corporation Service Company, 1180 Avenue of the Americas, Suite 210, New York, NY 10036, as its agent for service of process in any suit, action or proceeding arising out of or relating to its guarantee of the Notes and for actions brought under is the Note Trustee under the terms of the Note Indentures. ...