suppl
Filed pursuant to General Instruction II.K of Form
F-9;
File Nos.
333-167081,
333-167081-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 7, 2010)
US$2,000,000,000
Teck Resources
Limited
US$300,000,000 3.15% Notes
due 2017
US$700,000,000 4.75% Notes
due 2022
US$1,000,000,000
6.25% Notes due 2041
Fully and Unconditionally Guaranteed by Teck Metals Ltd.
The 3.15% notes due 2017 offered hereby (the
2017 notes) will bear interest at 3.15% per
year and will mature on January 15, 2017. The
4.75% notes due 2022 offered hereby (the 2022
notes) will bear interest at 4.75% per year and will
mature on January 15, 2022. The 6.25% notes due 2041
offered hereby (the 2041 notes and, together
with the 2017 notes and the 2022 notes, the
notes) will bear interest at 6.25% per year and will
mature on July 15, 2041. The notes will be our unsecured
senior obligations and will rank equally with all of our other
unsecured senior obligations. Subject to the release provisions
described herein, payment of principal of, and interest and
premium and additional amounts, if any, on the notes will be
fully and unconditionally guaranteed, on an unsecured, senior
basis by our wholly-owned subsidiary, Teck Metals Ltd. We will
pay interest on the 2017 notes on January 15 and
July 15 of each year, beginning January 15, 2012. We
will pay interest on the 2022 notes on January 15 and
July 15 of each year, beginning January 15, 2012. We
will pay interest on the 2041 notes on January 15 and
July 15 of each year, beginning January 15, 2012. We
have the right to redeem all or a portion of the
2017 notes, the 2022 notes or the 2041 notes at any
time at the redemption prices described in this prospectus
supplement, plus accrued interest. We will be required to make
an offer to repurchase the notes of each series at a price equal
to 101% of their principal amount plus accrued and unpaid
interest to, but not including, the date of repurchase upon the
occurrence of a Change of Control Repurchase Event (as defined
herein). See Description of Notes Change of
Control Repurchase Event.
We intend to use the net proceeds from the sale of the notes for
general corporate purposes, which may include anticipated
capital spending for project development in our coal, copper and
energy businesses and the repayment of debt. See Use of
Proceeds.
We will not make application to list the notes on any securities
exchange or to include them in any automated quotation system.
Accordingly, there are no markets through which the notes may be
sold and purchasers may not be able to resell the notes
purchased hereunder. This may affect the pricing of the notes in
the secondary market, the transparency and availability of
trading prices, the liquidity of the notes, and the extent of
issuer regulation. See Risk Factors.
Investing in the notes involves risks. See Risk
Factors on
page S-6
of this prospectus supplement and on page 7 of the
accompanying prospectus.
Neither the United States Securities and Exchange Commission nor
any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or
the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per 2017 Note
|
|
Total
|
|
Per 2022 Note
|
|
Total
|
|
Per 2041 Note
|
|
Total
|
|
Public Offering
Price(1)
|
|
|
99.964
|
%
|
|
US$
|
299,892,000
|
|
|
|
99.843
|
%
|
|
US$
|
698,901,000
|
|
|
|
99.715
|
%
|
|
US$
|
997,150,000
|
|
Underwriting Fees
|
|
|
0.600
|
%
|
|
US$
|
1,800,000
|
|
|
|
0.650
|
%
|
|
US$
|
4,550,000
|
|
|
|
0.875
|
%
|
|
US$
|
8,750,000
|
|
Proceeds to us (before expenses)
|
|
|
99.364
|
%
|
|
US$
|
298,092,000
|
|
|
|
99.193
|
%
|
|
US$
|
694,351,000
|
|
|
|
98.840
|
%
|
|
US$
|
988,400,000
|
|
|
|
|
(1)
|
|
Plus accrued interest from
July 5, 2011 if settlement occurs after that date.
|
We are permitted, under a multijurisdictional disclosure
system adopted by the United States and Canada, to prepare this
prospectus supplement and the accompanying prospectus in
accordance with Canadian disclosure requirements, which are
different from United States disclosure requirements. We prepare
our financial statements, which are incorporated by reference
herein, in Canadian dollars and in accordance with Canadian
generally accepted accounting principles, and they are subject
to Canadian auditing and auditor independence standards. As a
result, they may not be comparable to financial statements of
United States companies.
Owning the notes may subject you to tax consequences both in
the United States and in Canada. This prospectus supplement and
the accompanying prospectus may not describe these tax
consequences fully. You should read the tax discussion under
Certain Income Tax Considerations beginning on
page S-30
of this prospectus supplement and should consult with your own
tax advisor with respect to your own particular
circumstances.
Your ability to enforce civil liabilities under the United
States federal securities laws may be affected adversely because
we are incorporated in Canada, most of our officers and
directors and some of the experts named in this prospectus
supplement or the accompanying prospectus are not residents of
the United States, and many of our assets and all or a
substantial portion of the assets of such persons are located
outside of the United States.
The underwriters, as principals, conditionally offer the notes,
subject to prior sale, if, as and when issued by us and accepted
by the underwriters in accordance with the conditions contained
in the underwriting agreement referred to under
Underwriting. In connection with the offering of the
notes, Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Goldman, Sachs & Co. and RBC Capital
Markets, LLC may engage in over-allotment, stabilizing
transactions and syndicate covering transactions. See
Underwriting.
The underwriters may offer some of the notes of each series
to dealers at the applicable public offering prices set out
above less a specified concession. See
Underwriting.
The effective yield of the 2017 notes, if held to maturity,
is 3.157%, the effective yield of the 2022 notes, if held
to maturity, is 4.769% and the effective yield of the
2041 notes, if held to maturity, is 6.271%.
Under applicable securities legislation, we may be considered
to be a connected issuer of each of Citigroup Global Markets
Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Goldman,
Sachs & Co. and RBC Capital Markets, LLC, each of whom
is an affiliate of a party who is a lender under our credit
facilities or an affiliate of a party to whom we have guaranteed
payment of certain indebtedness. See
Underwriting Conflict of Interest.
The notes will be ready for delivery in book-entry form only
through the facilities of The Depository Trust Company for
the accounts of its participants, including Euroclear Bank
S.A./N.V., as operator of the Euroclear System, and Clearstream
Banking, société anonyme, on or about
July 5, 2011.
Joint Book-Running Managers
|
|
|
Citi |
BofA Merrill Lynch |
J.P. Morgan |
|
|
|
|
|
Goldman, Sachs &
Co. |
RBC
Capital Markets |
|
Co-Managers
|
|
|
|
CIBC |
Morgan Stanley |
RBS |
UBS Investment Bank |
|
|
|
|
|
Barclays
Capital |
BNP PARIBAS |
|
|
|
|
|
Deutsche
Bank Securities |
HSBC |
Mizuho Securities |
Scotia Capital |
June 29, 2011
TABLE OF
CONTENTS
Prospectus
Supplement
|
|
|
|
|
|
|
Page
|
|
|
|
|
ii
|
|
|
|
|
iii
|
|
|
|
|
vi
|
|
|
|
|
vi
|
|
|
|
|
vi
|
|
|
|
|
viii
|
|
|
|
|
S-1
|
|
|
|
|
S-6
|
|
|
|
|
S-9
|
|
|
|
|
S-15
|
|
|
|
|
S-16
|
|
|
|
|
S-17
|
|
|
|
|
S-18
|
|
|
|
|
S-29
|
|
|
|
|
S-30
|
|
|
|
|
S-33
|
|
|
|
|
S-38
|
|
|
|
|
S-38
|
|
|
|
|
S-39
|
|
Prospectus
|
|
|
|
|
About This Prospectus
|
|
|
3
|
|
Where You Can Find More Information
|
|
|
3
|
|
Statements Regarding Forward-Looking Information
|
|
|
5
|
|
Risk Factors
|
|
|
7
|
|
Teck Resources Limited
|
|
|
15
|
|
Recent Developments
|
|
|
15
|
|
Use of Proceeds
|
|
|
16
|
|
Earnings Coverage
|
|
|
16
|
|
Description of Share Capital
|
|
|
16
|
|
Description of Debt Securities
|
|
|
17
|
|
Price Range and Trading Volumes
|
|
|
29
|
|
Certain Income Tax Consequences
|
|
|
29
|
|
Plan of Distribution
|
|
|
29
|
|
Legal Matters
|
|
|
30
|
|
Experts
|
|
|
30
|
|
Documents Filed as Part of the Registration Statement
|
|
|
31
|
|
Auditors Consent
|
|
|
32
|
|
i
ABOUT
THIS DOCUMENT
This document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of the notes and
also adds to and updates certain information contained in the
accompanying prospectus and the documents incorporated by
reference in this prospectus supplement
and/or the
accompanying prospectus. The second part is the accompanying
prospectus, which gives more general information, some of which
may not apply to the notes. The accompanying prospectus, dated
June 7, 2010, is referred to as the accompanying
prospectus in this prospectus supplement.
To the extent that the description of the notes varies
between this prospectus supplement and the accompanying
prospectus, you should rely only on the information in this
prospectus supplement.
We have not, and the underwriters have not, authorized any
other person to provide you with information other than that
contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus, and on the other
information included in the registration statement of which this
prospectus supplement and the accompanying prospectus form a
part. We and the underwriters take no responsibility for, and
can provide no assurances as to the reliability of, any other
information that others may give you. We are not, and the
underwriters are not, making an offer to sell the notes in any
jurisdiction where the offer or sale is not permitted by law.
You should assume that the information contained in or
incorporated by reference in this prospectus supplement or the
accompanying prospectus is accurate only as of their respective
dates.
In this prospectus supplement, unless otherwise specified or the
context otherwise requires, all references to
dollars and $ are to Canadian dollars,
all references to U.S. dollars and
US$ are to United States dollars and all references
to euros and are to European
Union euros. The financial statements and other financial
information as of, and for the year ended, December 31,
2010, 2009 and 2008 included or incorporated by reference in
this prospectus supplement are in Canadian dollars and have been
determined using Canadian generally accepted accounting
principles (Canadian GAAP) which were in effect as
at the date of such financial statements or information, as
applicable, unless otherwise indicated. Canadian GAAP differs in
some material respects from U.S. generally accepted
accounting principles (U.S. GAAP), and so this
financial information may not be comparable to the financial
information of U.S. companies. For a discussion of the
principal differences between our financial results as
calculated under Canadian GAAP and under U.S. GAAP, you should
refer to Note 25 of our audited consolidated financial
statements for the years ended December 31, 2010, 2009 and
2008, which are incorporated by reference herein. On
January 1, 2011, we commenced reporting under Canadian
generally accepted accounting principles as revised to
incorporate International Financial Reporting Standards as
issued by the International Accounting Standards Board
(IFRS). The financial statements and other financial
information as of, and for the three-month period ended,
March 31, 2011 and 2010 included or incorporated by
reference in this prospectus supplement are in Canadian dollars
and have been prepared in accordance with IFRS. IFRS differs in
some material respects from U.S. GAAP, and so this
financial information may not be comparable to the financial
information of U.S. companies. A description of material
differences between IFRS and Canadian GAAP as in effect prior to
January 1, 2011 and details on the conversion to IFRS are
provided in our Managements Discussion and Analysis and in
Notes 1 and 10 to our unaudited consolidated interim
financial statements for the three months ended March 31,
2011, which are incorporated by reference herein.
Except on the cover page, and in the Prospectus Supplement
Summary The Offering, Selected
Consolidated Financial and Production Data The
Guarantor and Description of Notes sections,
and unless the context otherwise requires, all references in
this prospectus supplement to we, us and
our refer to Teck Resources Limited and its
subsidiaries and all references in this prospectus supplement to
Teck refer to Teck Resources Limited and not
to any of its subsidiaries.
ii
STATEMENTS
REGARDING FORWARD-LOOKING INFORMATION
This prospectus supplement and certain documents incorporated by
reference into this prospectus supplement and the accompanying
prospectus contain certain forward-looking information and
forward-looking statements, as defined in applicable securities
laws (collectively referred to as forward-looking
statements). These statements relate to future events or
our future performance. All statements other than statements of
historical fact are forward-looking statements. The use of any
of the words anticipate, plan,
continue, estimate, expect,
may, will, project,
predict, potential, should,
believe and similar expressions are intended to
identify forward-looking statements. Forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause actual results or events to differ materially
from those anticipated in such forward-looking statements. These
statements speak only as of the date of this prospectus
supplement or as of the date specified in the documents
incorporated by reference into this prospectus supplement and
the accompanying prospectus, as the case may be. These
forward-looking statements include, but are not limited to,
statements concerning:
|
|
|
|
|
prices and price volatility for copper, coal, zinc and other
products and commodities that we produce and sell as well as
oil, natural gas and petroleum products;
|
|
|
|
the long-term demand for and supply of copper, coal, zinc and
other products and commodities that we produce and sell;
|
|
|
|
the sensitivity of our financial results to changes in commodity
prices and exchange rates;
|
|
|
|
treatment and refining charges;
|
|
|
|
our strategies and objectives;
|
|
|
|
our borrowing and other costs;
|
|
|
|
our tax position and the tax rates applicable to us;
|
|
|
|
political unrest or instability and its impact on our foreign
assets;
|
|
|
|
our plans for our oil sands investments and other development
projects;
|
|
|
|
the timing of decisions regarding, the timing and costs of
construction and production with respect to, and the issuance of
the necessary permits and other authorizations required for,
certain of our development and expansion projects, including,
among others, the Fort Hills project, the Quebrada Blanca
hypogene project and our Galore Creek project, and the timing
and outcome of expected coal production, and the reopening of
the Quintette coal mine;
|
|
|
|
the future supply of low cost power to the Trail smelting and
refining complex;
|
|
|
|
our estimates of the quantity and quality of our mineral and oil
reserves and resources;
|
|
|
|
the production capacity of our operations, our planned
production levels and future production;
|
|
|
|
forecast production and operating costs;
|
|
|
|
availability of transportation for our products from our
operations;
|
|
|
|
potential impact of transportation and other potential
production disruptions including, but not limited to, timing and
outcome of pushbacks and extension at Highland Valley and the
expected impact of the slope failure at Quebrada Blanca;
|
|
|
|
our planned capital expenditures and our estimates of
reclamation and other costs related to environmental protection;
|
|
|
|
our future capital and mine production costs, including the
costs and potential impact of complying with existing and
proposed environmental laws and regulations in the operation and
closure of various operations;
|
|
|
|
the costs and potential impact of managing selenium discharges
at our coal operations;
|
iii
|
|
|
|
|
the costs and timing of completion of geotechnical projects at
our Highland Valley mine;
|
|
|
|
our financial and operating objectives;
|
|
|
|
our exploration, environmental, health and safety initiatives;
|
|
|
|
the availability of qualified employees for our operations,
including our new developments;
|
|
|
|
the satisfactory negotiation of collective agreements with
unionized employees;
|
|
|
|
the outcome of legal proceedings and other disputes in which we
are involved;
|
|
|
|
the outcome of our coal sales negotiations and negotiations with
metals and concentrate customers concerning treatment charges,
price adjustments and premiums;
|
|
|
|
the timing of completion of pre-feasibility or feasibility
studies on our properties;
|
|
|
|
the predicted timing and level of production at our Quintette
coal mine, assuming operations there are restarted;
|
|
|
|
our dividend policy;
|
|
|
|
the timing of our normal course issuer bid;
|
|
|
|
the impact of adoption of IFRS;
|
|
|
|
general business and economic conditions; and
|
|
|
|
the use of proceeds from the sale of the notes.
|
Inherent in forward-looking statements are risks and
uncertainties beyond our ability to predict or control,
including risks that may affect our operating or capital plans;
risks generally encountered in the permitting and development of
mineral and oil and gas properties such as unusual or unexpected
geological formations, unanticipated metallurgical difficulties,
delays associated with permit appeals, ground control problems,
adverse weather conditions, process upsets and equipment
malfunctions; risks associated with labour disturbances and
unavailability of skilled labour; fluctuations in the market
prices of our principal commodities, which are cyclical and
subject to substantial price fluctuations; risks created through
competition for mining and oil and gas properties; risks
associated with lack of access to markets; risks associated with
mineral and oil and gas reserve and resource estimates; risks
posed by fluctuations in exchange rates and interest rates, as
well as general economic conditions; risks associated with
environmental compliance and changes in environmental
legislation and regulation; risks associated with our dependence
on third parties for the provision of transportation and other
critical services; risks associated with non-performance by
contractual counterparties; risks associated with aboriginal
title claims and other title risks; social and political risks
associated with operations in foreign countries; risks of
changes in tax laws or their interpretation; and risks
associated with tax reassessments and legal proceedings.
Actual results and developments are likely to differ, and may
differ materially, from those expressed or implied by the
forward-looking statements contained in, or incorporated by
reference in, this prospectus supplement and the accompanying
prospectus. Such statements are based on a number of assumptions
which may prove to be incorrect, including, but not limited to,
assumptions about:
|
|
|
|
|
general business and economic conditions;
|
|
|
|
interest rates;
|
|
|
|
changes in commodity and power prices;
|
|
|
|
continuing availability of water and power resources for our
operations;
|
|
|
|
acts of foreign governments and the outcome of legal proceedings;
|
|
|
|
the supply and demand for, deliveries of, and the level and
volatility of prices of copper, coal and zinc and our other
metals and minerals as well as oil, natural gas and petroleum
products;
|
iv
|
|
|
|
|
the timing of the receipt of permits and other regulatory and
governmental approvals for our development projects and other
operations;
|
|
|
|
our costs of production and our production and productivity
levels, as well as those of our competitors;
|
|
|
|
our ability to secure adequate transportation for our products;
|
|
|
|
changes in credit market conditions and conditions in financial
markets generally;
|
|
|
|
the availability of funding to refinance our borrowings as they
become due or to finance our development projects on reasonable
terms;
|
|
|
|
our ability to procure equipment and operating supplies in
sufficient quantities and on a timely basis;
|
|
|
|
our ability to attract and retain skilled staff;
|
|
|
|
the impact of changes in Canadian-US dollar and other foreign
exchange rates on our costs and results;
|
|
|
|
engineering and construction timetables and capital costs for
our development and expansion projects;
|
|
|
|
costs of closure of various operations;
|
|
|
|
market competition;
|
|
|
|
the accuracy of our reserve and resource estimates (including,
with respect to size, grade and recoverability) and the
geological, operational and price assumptions on which these are
based;
|
|
|
|
premiums realized over London Metal Exchange cash and other
benchmark prices;
|
|
|
|
tax benefits and tax rates;
|
|
|
|
coal and other product inventories;
|
|
|
|
the outcome of our coal price and volume negotiations with
customers;
|
|
|
|
the outcome of our copper, zinc and lead concentrate treatment
and refining charge negotiations with customers;
|
|
|
|
the resolution of environmental and other proceedings or
disputes;
|
|
|
|
our ability to obtain, comply with and timely renew
environmental permits; and
|
|
|
|
our ongoing relations with our employees and with our business
partners and joint venturers.
|
We caution you that the foregoing list of important factors and
assumptions is not exhaustive. Events or circumstances could
cause our actual results to differ materially from those
estimated or projected and expressed in, or implied by, these
forward-looking statements. Accordingly, you should not place
undue reliance on forward-looking statements. You should also
carefully consider the matters discussed under Risk
Factors in this prospectus supplement and the accompanying
prospectus and in our annual information form dated
March 15, 2011, which is incorporated by reference herein.
We undertake no obligation to update publicly or otherwise
revise any forward-looking statements or the foregoing list of
factors, whether as a result of new information or future events
or otherwise, except as may be required by law.
v
CAUTIONARY
NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED,
INDICATED AND INFERRED MINERAL RESOURCES AND CONTINGENT BITUMEN
RESOURCES
In this prospectus supplement, the accompanying prospectus and
the documents incorporated by reference herein, we use the term
mineral resources and its subcategories
measured, indicated and
inferred mineral resources. Investors are advised
that while such terms are recognized and required by Canadian
regulations, the U.S. Securities and Exchange Commission
(the SEC) does not recognize them.
U.S. investors are cautioned not to assume that any part or
all of mineral resources in these categories will ever be
converted into reserves. Inferred mineral resources
have a great amount of uncertainty as to their existence, and
great uncertainty as to their economic and legal feasibility. It
cannot be assumed that all or any part of an inferred mineral
resource will ever be upgraded to a higher category. Under
Canadian rules, issuers must not make any disclosure of results
of an economic evaluation that includes inferred mineral
resources, except in rare cases. U.S. investors are
cautioned not to assume that part or all of an inferred mineral
resource exists, or is, or will be economically or legally
mineable.
In the documents incorporated by reference herein, we use the
term contingent bitumen resources. Investors are
advised that while such term is recognized and required by
Canadian regulations, the SEC does not recognize it.
U.S. investors are cautioned not to assume that any part or
all of contingent bitumen resources will ever be converted into
reserves.
WHERE YOU
CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on
Form F-9
under the U.S. Securities Act of 1933, as amended (the
Securities Act), with respect to the notes, of which
the accompanying prospectus and this prospectus supplement form
a part (the Registration Statement). This prospectus
supplement and the accompanying prospectus do not contain all of
the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and
regulations of the SEC. Reference is made to such Registration
Statement and the exhibits thereto for further information with
respect to us and the notes.
DOCUMENTS
INCORPORATED BY REFERENCE
We file with the British Columbia Securities Commission (the
BCSC), a commission of authority in the Province of
British Columbia, Canada, similar to the SEC, and with the
various securities commissions or similar authorities in each of
the provinces and territories of Canada, annual and quarterly
reports, material change reports and other information. We are
also an SEC registrant subject to the reporting requirements of
the U.S. Securities Exchange Act of 1934, as amended (the
Exchange Act), and accordingly, file with, or
furnish to, the SEC certain reports and other information. Under
a multijurisdictional disclosure system adopted by the United
States and Canada, these reports and other information
(including financial information) may be prepared in accordance
with the disclosure requirements of Canada, which differ from
those in the United States. You may read and copy any document
we file with or furnish to the SEC at the SECs public
reference room at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. You may also obtain copies of the
same documents from the public reference room by paying a fee.
Please call the SEC at
1-800-SEC-0330
or contact them at www.sec.gov for further information on the
public reference room and copying charges.
Under the multijurisdictional disclosure system adopted by the
United States and Canada, the SEC and the BCSC allow us to
incorporate by reference certain information that we
file with them, which means that we can disclose important
information to you by referring you to those documents.
Information that is incorporated by reference is an important
part of this prospectus supplement and the accompanying
prospectus. This prospectus supplement is deemed to be
incorporated by reference into the accompanying prospectus
solely for the purpose of the notes offered hereunder.
The following documents, filed by us with the various securities
commissions or similar authorities in each of the provinces and
territories of Canada, are specifically incorporated by
reference in and form an integral part of this prospectus
supplement and the accompanying prospectus:
(a) our Annual Information Form dated March 15, 2011
for the year ended December 31, 2010;
vi
(b) our Audited Consolidated Financial Statements, and the
related notes thereto, as at December 31, 2010 and 2009 and
for each of the years in the three year period ended
December 31, 2010 and the Independent Auditors Report
thereon;
(c) our Managements Discussion and Analysis of
Financial Position and Operating Results for the year ended
December 31, 2010;
(d) our Unaudited Consolidated Interim Financial
Statements, and the related notes thereto, for the three months
ended March 31, 2011 and 2010;
(e) our Managements Discussion and Analysis of
Financial Position and Operating Results for the three months
ended March 31, 2011;
(f) our Management Proxy Circular dated March 1, 2011
for our annual meeting of shareholders held on April 20,
2011; and
(g) our Management Proxy Circular dated March 1, 2010
for our annual and special meeting of shareholders held on
April 22, 2010.
Any document of the type referred to in the preceding paragraph
(excluding confidential material change reports), the content of
any news release publicly disclosing financial information for a
period more recent than the period for which financial
statements are required to be incorporated herein, and certain
other documents as set forth in Item 11.1 of
Form 44-101F1
of National Instrument
44-101
Short Form Prospectus Distributions filed by us with
a securities commission or similar authority in Canada after the
date of the accompanying prospectus and prior to the termination
of the distribution of notes offered by this prospectus
supplement and the accompanying prospectus will be deemed to be
incorporated by reference into this prospectus supplement and
the accompanying prospectus. These documents are available
through the internet on the System for Electronic Document
Analysis and Retrieval (SEDAR) which can be accessed
at www.sedar.com. In addition, to the extent that any document
or information incorporated by reference in this prospectus
supplement and the accompanying prospectus is included in a
report that is filed or furnished to the SEC on
Form 40-F,
20-F or 6-K
(or any respective successor form), such document or information
shall also be deemed to be incorporated by reference as an
exhibit to the registration statement on
Form F-9
of which this prospectus supplement and the accompanying
prospectus forms a part. In addition, if and to the extent
indicated therein, we may incorporate by reference in this
prospectus supplement and the accompanying prospectus documents
that we file with or furnish to the SEC pursuant to
Section 13(a) or 15(d) of the Exchange Act.
Copies of the documents incorporated herein by reference may be
obtained on request without charge from Karen L. Dunfee,
Corporate Secretary of Teck Resources Limited, Suite 3300,
550 Burrard Street, Vancouver, British Columbia, Canada V6C 0B3;
telephone:
(604) 699-4000.
Any statement contained in this prospectus supplement, the
accompanying prospectus or in a document incorporated or deemed
to be incorporated by reference herein or therein will be deemed
to be modified or superseded for the purposes of this prospectus
supplement and the accompanying prospectus to the extent that a
statement contained in this prospectus supplement, the
accompanying prospectus or in any subsequently filed document
that also is or is deemed to be incorporated by reference in
this prospectus supplement or the accompanying prospectus
modifies or supersedes that statement. Any statement so modified
or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus supplement
and the accompanying prospectus. The making of a modifying or
superseding statement will not be deemed an admission for any
purposes that the modified or superseded statement, when made,
constituted a misrepresentation, an untrue statement of a
material fact or an omission to state a material fact that is
required to be stated or that is necessary to make a statement
not misleading in light of the circumstances in which it was
made.
vii
EXCHANGE
RATE DATA
The following table sets forth certain exchange rates based on
the Bank of Canada noon exchange rate (the noon exchange
rate). These rates are set forth as U.S. dollars per
$1.00. On June 29, 2011, the noon exchange rate was
US$1.0304 equals $1.00.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
High
|
|
Low
|
|
Average(1)
|
|
End of Period
|
|
2008
|
|
|
1.0289
|
|
|
|
0.7711
|
|
|
|
0.9332
|
|
|
|
0.8166
|
|
2009
|
|
|
0.9716
|
|
|
|
0.7692
|
|
|
|
0.8792
|
|
|
|
0.9555
|
|
2010
|
|
|
1.0054
|
|
|
|
0.9278
|
|
|
|
0.9666
|
|
|
|
1.0054
|
|
Three Months ended March 31, 2010
|
|
|
0.9888
|
|
|
|
0.9316
|
|
|
|
0.9575
|
|
|
|
0.9846
|
|
January 2011
|
|
|
1.0140
|
|
|
|
0.9978
|
|
|
|
0.9978
|
|
|
|
0.9978
|
|
February 2011
|
|
|
1.0268
|
|
|
|
1.0045
|
|
|
|
1.0268
|
|
|
|
1.0268
|
|
March 2011
|
|
|
1.0324
|
|
|
|
1.0083
|
|
|
|
1.0290
|
|
|
|
1.0290
|
|
Three Months ended March 31, 2011
|
|
|
1.0324
|
|
|
|
0.9978
|
|
|
|
1.0177
|
|
|
|
1.0290
|
|
April 2011
|
|
|
1.0542
|
|
|
|
1.0319
|
|
|
|
1.0542
|
|
|
|
1.0542
|
|
May 2011
|
|
|
1.0537
|
|
|
|
1.0195
|
|
|
|
1.0322
|
|
|
|
1.0322
|
|
|
|
|
(1)
|
|
The average of the exchange rates
on the last day of each month during the applicable period.
|
viii
PROSPECTUS
SUPPLEMENT SUMMARY
This summary highlights selected information from this
prospectus supplement and the accompanying prospectus, and the
documents incorporated by reference herein and therein, but does
not contain all information you should consider before deciding
whether or not to invest in the notes. This prospectus
supplement and the accompanying prospectus, and the documents
incorporated by reference herein and therein include specific
terms of this offering, information about our business and
financial data. You should read this prospectus supplement and
the accompanying prospectus and all documents incorporated by
reference herein and therein in their entirety before making an
investment decision. The following summary is qualified in its
entirety by reference to the detailed information appearing
elsewhere in this prospectus supplement and the accompanying
prospectus and the documents incorporated by reference herein
and therein.
About
Teck Resources Limited
Our business is exploring for, developing and producing natural
resources. We have interests in the following principal mining
and processing operations:
|
|
|
|
|
Operation
|
|
Type of Operation
|
|
Jurisdiction
|
|
Highland Valley
|
|
Copper/Molybdenum Mine
|
|
British Columbia, Canada
|
Antamina
|
|
Copper/Zinc Mine
|
|
Ancash, Peru
|
Quebrada Blanca
|
|
Copper Mine
|
|
Region I, Chile
|
Andacollo
|
|
Copper Mine
|
|
Region IV, Chile
|
Duck Pond
|
|
Copper/Zinc Mine
|
|
Newfoundland, Canada
|
Trail
|
|
Zinc/Lead Refinery
|
|
British Columbia, Canada
|
Red Dog
|
|
Zinc/Lead Mine
|
|
Alaska, USA
|
Elkview
|
|
Coal Mine
|
|
British Columbia, Canada
|
Fording River
|
|
Coal Mine
|
|
British Columbia, Canada
|
Greenhills
|
|
Coal Mine
|
|
British Columbia, Canada
|
Coal Mountain
|
|
Coal Mine
|
|
British Columbia, Canada
|
Line Creek
|
|
Coal Mine
|
|
British Columbia, Canada
|
Cardinal River
|
|
Coal Mine
|
|
Alberta, Canada
|
Our principal products are copper, steelmaking coal and zinc.
Lead, molybdenum, silver and various specialty and other metals,
chemicals and fertilizers are by-products produced at our
operations. We also own a 20% interest in the Fort Hills
Energy Limited Partnership, which is developing the
Fort Hills oil sands project in Alberta, and a 50% interest
in certain other oil sands leases in the Athabasca region of
Alberta. We are also active in exploration for gold.
Teck Metals Ltd. (Teck Metals), the guarantor of the
notes, is our wholly-owned subsidiary. Teck Metals
principal assets are its 100% interest in the Trail smelting and
refining complex, a 59.4% indirect interest in Teck Coal
Partnership, a 83.6% direct and indirect interest in the
Highland Valley copper mine and, indirectly, an interest in the
Red Dog zinc mine in Alaska.
S-1
Recent
Developments
Updated
Coal Guidance
On June 19, 2011, we announced an update to our coal
guidance for the second quarter, with expected coal sales at the
low end of our previously announced guidance range of
5.5 million to 6.0 million tonnes. Expected average
selling prices were announced to be approximately US$270 per
tonne compared to prior guidance of US$280 to US$290 per tonne.
Expected unit mining cost of product sold was announced to be in
the range of $71 to $76 per tonne for the year primarily as a
result of one-time costs related to labour settlements and
higher than expected costs for items such as external mining
contractors and diesel, but higher than this range in the second
quarter at approximately $80 to $84 per tonne and trending
downwards in the third and fourth quarters as coal volumes
increase.
Normal
Course Issuer Bid
On June 22, 2011, we announced that the Toronto Stock
Exchange had accepted our notice of intention to make a normal
course issuer bid in respect of up to 40 million of our
Class B subordinate voting shares. The period of the normal
course issuer bid commenced on June 27, 2011 and will
continue until June 26, 2012 or an earlier date if we
complete our purchases.
Corporate
Information
Our principal executive office is located at Suite 3300,
550 Burrard Street, Vancouver, British Columbia, Canada V6C 0B3.
Our web site address is www.teck.com. Information contained in,
or linked to, our web site does not constitute part of this
prospectus supplement or the accompanying prospectus.
S-2
The
Offering
The following summary contains basic information about the notes
and is not intended to be complete. For a complete understanding
of the notes, please refer to the discussion under
Description of Notes beginning on
page S-18
of this prospectus supplement and Description of Debt
Securities beginning on page 17 of the accompanying
prospectus. Unless otherwise required by the context, we use the
term notes to refer collectively to the
3.15% notes due 2017, the 4.75% notes due 2022 and the
6.25% notes due 2041. References to we,
us and our in this section titled
The Offering refer to Teck Resources Limited and not
to any of its subsidiaries.
|
|
|
Issuer |
|
Teck Resources Limited (Teck). |
|
Guarantor |
|
Teck Metals Ltd. |
|
Guarantee |
|
Subject to the release provisions described herein, the payment
of principal of, and interest and premium and additional
amounts, if any, on the notes will be fully and unconditionally
guaranteed on an unsecured, senior basis, by our wholly-owned
subsidiary, Teck Metals. The guarantee in respect of a series of
notes will be terminated upon Tecks request (without the
consent of the trustee for the notes) if certain conditions
described herein are met. See Description of
Notes Guarantee. |
|
Amount of Notes Offered |
|
US$300,000,000 aggregate principal amount of 3.15% notes
due 2017. |
|
|
|
US$700,000,000 aggregate principal amount of 4.75% notes
due 2022. |
|
|
|
US$1,000,000,000 aggregate principal amount of 6.25% notes
due 2041. |
|
Maturity Dates |
|
January 15, 2017 for the 3.15% notes due 2017. |
|
|
|
January 15, 2022 for the 4.75% notes due 2022. |
|
|
|
July 15, 2041 for the 6.25% notes due 2041. |
|
Interest Payment Dates |
|
For the 2017 notes, January 15 and July 15, commencing on
January 15, 2012. Interest will be payable to noteholders
of record as of the immediately preceding January 1 and
July 1, respectively. |
|
|
|
For the 2022 notes, January 15 and July 15, commencing on
January 15, 2012. Interest will be payable to noteholders
of record as of the immediately preceding January 1 and
July 1, respectively. |
|
|
|
For the 2041 notes, January 15 and July 15, commencing on
January 15, 2012. Interest will be payable to noteholders
of record as of the immediately preceding January 1 and
July 1, respectively. |
|
Ranking |
|
The notes and the guarantee will be unsecured senior obligations
and will rank equally with all of our other unsecured senior
obligations and those of Teck Metals, respectively. The notes
will be effectively subordinated to all Indebtedness (as defined
in the accompanying prospectus) and other liabilities of our
subsidiaries (other than Teck Metals, for so long as the
guarantee remains in effect), and the notes and the guarantee
will be effectively |
S-3
|
|
|
|
|
subordinated to all secured Indebtedness and other secured
liabilities of us and Teck Metals, respectively, in each case to
the extent of the assets securing such Indebtedness and other
liabilities. See Description of Notes Ranking
and Other Indebtedness. At March 31, 2011, the
aggregate amount of the indebtedness and trade payables of our
subsidiaries (other than Teck Metals) was approximately
US$225 million, and we and our subsidiaries, including Teck
Metals, had approximately US$100 million of secured
indebtedness outstanding. In addition, our proportionate share
of the revolving debt, trade payables, and current liabilities
of Compañía Minera Antamina S.A., in which we have a
22.5% interest, at March 31, 2011, was approximately
US$147 million, which is reflected in our consolidated
balance sheet. |
|
Optional Redemption |
|
The 2017 notes will be redeemable, in whole or in part, at our
option, at any time, at the redemption price set forth under the
heading Description of Notes Optional
Redemption. |
|
|
|
The 2022 notes will be redeemable, in whole or in part, at our
option, at any time prior to October 15, 2021, and may be
redeemed in whole on or after October 15, 2021, at
redemption prices set forth under the heading Description
of Notes Optional Redemption. |
|
|
|
The 2041 notes will be redeemable, in whole or in part, at
our option, at any time prior to January 15, 2041, and may
be redeemed in whole on or after January 15, 2041, at
redemption prices set forth under the heading Description
of Notes Optional Redemption. |
|
Change of Control |
|
We will be required to make an offer to repurchase the notes of
each series at a price equal to 101% of their principal amount
plus accrued and unpaid interest to, but not including, the date
of repurchase upon the occurrence of a Change of Control
Repurchase Event (as defined herein), as described under the
heading Description of Notes Change of Control
Repurchase Event. |
|
Additional Amounts |
|
Any payments made by us or Teck Metals with respect to the
notes, or the guarantee thereof, will be made without
withholding or deduction for or on account of Canadian Taxes (as
defined in the accompanying prospectus) unless required by law
or by the interpretation or administration thereof. If we, or
Teck Metals, as the case may be, are required by law to withhold
or deduct for such Canadian Taxes with respect to any payment to
the holders of the notes, we (or Teck Metals, as applicable)
will, subject to certain exceptions, pay to each holder of notes
as additional interest such additional amounts, as necessary, so
that the net amount received by each holder of notes after the
withholding or deduction is not less than the amount that each
holder of notes would have received in the absence of the
withholding or deduction. See Description of Debt
Securities Payment of Additional Amounts in
the accompanying prospectus. |
|
Tax Redemption |
|
We may also redeem the notes of each series, in whole but not in
part, upon notice in the event of certain changes in Canadian
tax laws or the interpretation or administration thereof, at a
redemption price equal to 100% of the principal amount thereof,
together with |
S-4
|
|
|
|
|
accrued and unpaid interest to, but not including, the date
fixed for redemption. See Description of Debt
Securities Tax Redemption in the accompanying
prospectus. |
|
Sinking Fund |
|
None. |
|
Use of Proceeds |
|
The net proceeds to us from this offering will be approximately
US$1,980 million, after deducting the underwriting fees and
the estimated expenses of this offering payable by us. |
|
|
|
We intend to use the net proceeds of this offering for general
corporate purposes, which may include anticipated capital
spending for project development in our coal, copper and energy
businesses and the repayment of debt. We may invest funds that
we do not immediately require in short-term marketable
securities. See Use of Proceeds. |
|
Certain Covenants |
|
The indenture governing the notes contains covenants that, among
other things: |
|
|
|
limit our ability to create certain security
interests; and
|
|
|
|
restrict our ability to amalgamate or merge with a
third party or transfer all or substantially all of our assets.
|
|
Form and Denominations |
|
Initially, the notes of each series will be represented by one
or more registered global securities registered in the name of a
nominee of The Depository Trust Company. Beneficial
interests in the registered global security will be in
denominations of US$2,000 and in integral multiples of US$1,000
in excess thereof. Except as described under the heading
Description of Notes, notes in definitive form will
not be issued. |
|
Governing Law |
|
The base indenture is, and the third supplemental indenture
(each as defined herein), the notes and the guarantee will be,
governed by the laws of the State of New York. |
S-5
RISK
FACTORS
Prospective purchasers of notes should consider carefully the
risk factors set forth below, and the section entitled
Description of the Business Risk Factors
in our Annual Information Form dated March 15, 2011, which
is incorporated by reference herein, as well as the other
information contained in and incorporated by reference in this
prospectus supplement and the accompanying prospectus, including
subsequently filed documents incorporated by reference herein or
therein. In addition, please read Statements Regarding
Forward-Looking Information in this prospectus supplement,
where we describe additional uncertainties associated with our
business and the forward-looking statements included or
incorporated by reference in this prospectus supplement and the
accompanying prospectus.
Prospective purchasers of the notes should also read the
discussion provided in the accompanying prospectus under the
heading Risk Factors regarding certain risks and
uncertainties which may affect us or our business.
The
terms of agreements governing certain of our indebtedness
contain restrictions that limit our operating and financial
flexibility.
The indenture governing our 9.75% notes due May 2014,
10.25% notes due May 2016, and 10.75% notes due May
2019 (the 2009 indenture) contains covenants that,
among other things, limit our ability and the ability of our
subsidiaries to:
|
|
|
|
|
incur additional indebtedness;
|
|
|
|
pay dividends or make distributions in respect of our capital
stock or make certain other restricted payments or investments;
|
|
|
|
sell assets, including the capital stock of our restricted
subsidiaries;
|
|
|
|
incur liens;
|
|
|
|
enter into transactions with our affiliates;
|
|
|
|
create or permit to exist restrictions on our ability or the
ability of our restricted subsidiaries to make any payments and
distributions;
|
|
|
|
enter into sale and leaseback transactions;
|
|
|
|
consolidate, merge, sell or otherwise dispose of all or
substantially all of our assets; and
|
|
|
|
designate our subsidiaries as unrestricted subsidiaries.
|
Certain credit facilities of ours and the indentures governing
our long term debt securities (including the indentures
governing our 3.850% notes due August 2017,
4.500% notes due January 2021 and 6.000% notes due
August 2040) contain, and the indenture governing the notes
offered hereby will contain, specific restrictions as well.
Certain of the covenants in the 2009 indenture are suspended
during any period in which the notes governed thereby have an
Investment Grade Rating (as defined in the 2009 indenture) from
Moodys Investor Services, Inc. (Moodys)
and Standard & Poors Rating Services, a division
of The McGraw-Hill Companies, Inc. (S&P) and no
default or event of default has occurred and is continuing under
the 2009 indenture.
Any failure to comply with the restrictions of our indentures or
any agreement governing our other indebtedness may result in an
event of default under those agreements. Such default may allow
the creditors to accelerate the related debt, which acceleration
may trigger cross-acceleration or cross-default provisions in
other debt. Our assets and cash flow may not be sufficient to
fully repay borrowings under our outstanding debt instruments,
either upon maturity or, if accelerated, upon an event of
default.
S-6
We may
be unable to repay the notes when due or repurchase the notes
when we are required to do so.
At final maturity of the notes of a series or in the event of
acceleration of the notes of a series following an event of
default, the entire outstanding principal amount of the notes of
such series will become due and payable. If we were unable to
make the required payments or repurchases of the notes, it would
constitute an event of default under the notes offered hereby
and, as a result, under our credit facilities and certain other
outstanding indebtedness. It is possible that we will not have
sufficient funds at maturity or upon acceleration to make the
required payments or repurchases of notes and other debt
securities.
The
notes will be structurally subordinated to the indebtedness of
our subsidiaries that are not guarantors of the
notes.
Teck Metals, our wholly-owned subsidiary, is the only guarantor
of the notes. Holders of notes will not have any claim as a
creditor against our subsidiaries that are not guarantors of the
notes. As a result, all indebtedness and other liabilities,
including trade payables, of the non-guarantor subsidiaries,
whether secured or unsecured, must be satisfied before any of
the assets of such subsidiaries would be available for
distribution, upon a liquidation or otherwise, to us in order
for us to meet our obligations with respect to the notes. As of
March 31, 2011, the aggregate amount of indebtedness and
trade payables of our subsidiaries (other than Teck Metals) was
approximately US$225 million.
The
guarantee by Teck Metals may be released upon our request
without the consent of the trustee for the notes if certain
conditions are met.
Teck Metals will be released and relieved of its obligations
under its guarantee in respect of a series of notes, and the
guarantee will be terminated, upon our request (without the
consent of the trustee) if: (a) Teck Metals is not the
primary obligor or guarantor with respect to any Indebtedness
(as defined in the accompanying prospectus), other than
Indebtedness which in the aggregate does not exceed an amount
equal to 10% of Consolidated Net Tangible Assets (as defined in
the accompanying prospectus), (b) the rating assigned to
the notes of such series by at least two Participating NRSROs
(as defined under Description of Notes) (or if there
is only one Participating NRSRO, by that one Participating
NRSRO) is within one of the ratings categories assigned by them
designating investment grade corporate debt
securities, (c) at least two Participating NRSROs (or if
there is only one Participating NRSRO, that one Participating
NRSRO) have affirmed that the rating assigned by them to the
notes of such series will not be downgraded as a result of the
termination of the guarantee, or notice thereof, (d) no
default or event of default has occurred and is continuing under
the base indenture (as defined herein) and (e) satisfaction
of certain other conditions as described under Description
of Notes Guarantee.
If the guarantee is released, no holder of notes of such series
will have a claim as a creditor against Teck Metals and the
indebtedness and other liabilities of Teck Metals will be
effectively senior to the claim of any holders of the notes of
such series. See Description of Notes
Guarantee.
Tecks
holding company structure may impact the ability of the holders
of notes to receive payment on the notes.
Teck is a holding company with no material operating assets. Our
consolidated operating income is largely derived from our
subsidiaries and partnerships. As a result, our ability to repay
our indebtedness, including the notes, is dependent on the
generation of cash flow by our subsidiaries and partnerships and
their ability to make such cash available to us, by dividend,
debt repayment or otherwise. Our subsidiaries, other than Teck
Metals, do not have any obligation to pay amounts due on the
notes or to make funds available for that purpose. In addition,
our subsidiaries and partnerships may not be able to, or be
permitted to, make distributions to enable us to make payments
in respect of our indebtedness, including each series of notes.
Each of our subsidiaries and partnerships is a distinct legal
entity and, under certain circumstances, legal and contractual
restrictions, as well as the financial condition and operating
requirements of our subsidiaries and partnerships, may limit our
ability to obtain cash from our subsidiaries and partnerships.
Our right to participate in any distribution of our
subsidiarys and partnerships assets upon their
liquidation, reorganization
S-7
or insolvency would generally be subject to the prior claims of
the subsidiaries and partnerships creditors,
including any trade creditors and preferred shareholders.
We may
not be able to finance the change of control repurchase required
by the notes.
We will be required to make an offer to repurchase the notes of
each series at a price equal to 101% of their principal amount
plus accrued and unpaid interest to, but not including, the date
of repurchase upon the occurrence of a Change of Control
Repurchase Event. Failure to purchase, or to make an offer to
repurchase, the notes would constitute a default under the
indenture, which would also be a default under certain
instruments governing our existing indebtedness. See
Description of Notes Change of Control
Repurchase Event.
If a Change of Control Repurchase Event occurs, it is possible
that we may not have sufficient funds available at the time of
the Change of Control Repurchase Event to make the required
repurchase of notes or to satisfy all obligations under our
other debt instruments. We are subject to similar repurchase or
repayment obligations under the instruments governing our
existing indebtedness. In order to satisfy our obligations, we
could seek to refinance our indebtedness or obtain a waiver from
our other lenders or from the holders of the notes. There can be
no assurance that we would be able to obtain a waiver or
refinance our indebtedness on terms acceptable to us, if at all.
A
financial failure by any entity in which we have an interest may
hinder the payment of the notes.
A financial failure by any entity in which we have an interest
could affect payment of the notes if a bankruptcy court were to
substantively consolidate that entity with our
subsidiaries
and/or with
us. If a bankruptcy court substantively consolidated an entity
in which we have an interest with our subsidiaries
and/or with
us, the assets of each entity so consolidated would be subject
to the claims of creditors of all entities so consolidated. This
could expose our creditors, including holders of the notes, to
potential dilution of the amount ultimately recoverable because
of the larger creditor base.
We
cannot assure you that a public market for the 2017 notes, the
2022 notes or the 2041 notes will develop.
The underwriters are not obligated to make a market in the 2017
notes, the 2022 notes or the 2041 notes and any
underwriter may discontinue its market-making activities at any
time without notice. We do not intend to apply for a listing of
the notes of any series on any securities exchange or automated
interdealer quotation system. The 2017 notes, the
2022 notes and the 2041 notes will each be a new class of
securities for which there is no established public trading
market. No assurance can be given to holders of the 2017 notes,
the 2022 notes or the 2041 notes as to:
|
|
|
|
|
the liquidity of any such market that may develop;
|
|
|
|
the ability of holders of the notes to sell their notes; or
|
|
|
|
the price at which the holders of the notes would be able to
sell their notes.
|
If such a market were to exist, each series of notes could trade
at prices that may be higher or lower than their principal
amount or purchase price, depending on many factors, including:
|
|
|
|
|
the time remaining to the maturity of the notes of such series;
|
|
|
|
the outstanding amount of the notes of such series;
|
|
|
|
the prevailing interest rates and the markets for similar
securities;
|
|
|
|
the then-current ratings assigned to the notes of such series;
|
|
|
|
the interest of securities dealers in making a market;
|
|
|
|
the market price of our common stock;
|
|
|
|
general economic conditions; and
|
|
|
|
our financial condition, historic financial performance and
future prospects.
|
S-8
SELECTED
CONSOLIDATED FINANCIAL AND PRODUCTION DATA
Our
Company
The following selected consolidated financial data as at and for
each of the years ended December 31, 2008, 2009 and 2010
were derived from our audited consolidated financial statements.
The following selected consolidated financial data as at and for
the three months ended March 31, 2010 and 2011 were derived
from our unaudited interim consolidated financial statements,
which, in our opinion, contain all of the adjustments necessary
for a fair presentation of our consolidated financial condition
and results of operations as of the dates and for the periods
presented. Operating results for the three months ended
March 31, 2011 are not necessarily indicative of the
results that may be expected for the year ending
December 31, 2011. You should read the following selected
consolidated financial data together with our audited
consolidated financial statements, unaudited interim
consolidated financial statements and the related notes, the
other information in this prospectus supplement and the
accompanying prospectus and the information we incorporate by
reference into this prospectus supplement and the accompanying
prospectus.
Our audited consolidated financial statements have been prepared
in accordance with Canadian generally accepted accounting
principles which differ in certain respects from
U.S. generally accepted accounting principles. For a
discussion of the principal differences between our financial
results as calculated under Canadian generally accepted
accounting principles and under U.S. generally accepted
accounting principles, you should refer to Note 25 of our
audited consolidated financial statements for the years ended
December 31, 2008, 2009 and 2010, which are incorporated by
reference herein.
On January 1, 2011, we commenced reporting under Canadian
generally accepted accounting principles as revised to
incorporate IFRS. Canadian GAAP in this section Selected
Consolidated Financial and Production Data refers to
Canadian GAAP before adoption of IFRS. Refer to Notes 1 and
10 of our unaudited interim consolidated statements for the
three months ended March 31, 2011 for a summary of our
first-time adoption and transition to IFRS and for a discussion
of material differences between IFRS and Canadian GAAP as in
effect prior to January 1, 2011. Our unaudited interim
consolidated statements for the three months ended
March 31, 2011 have accordingly been prepared in accordance
with International Accounting Standard 34, Interim Financial
Reporting and IFRS 1, First-Time Adoption of International
Financial Reporting Standards. IFRS differs in some material
respects from U.S. GAAP, and so this financial information
may not be comparable to the financial information of
U.S. companies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31,
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
|
(Canadian GAAP)
|
|
|
|
(In millions)
|
|
|
Statement of Earnings Data
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
6,655
|
|
|
$
|
7,674
|
|
|
$
|
9,339
|
|
Operating expenses
|
|
|
(3,844
|
)
|
|
|
(4,012
|
)
|
|
|
(4,844
|
)
|
Depreciation and amortization
|
|
|
(468
|
)
|
|
|
(928
|
)
|
|
|
(940
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
2,343
|
|
|
|
2,734
|
|
|
|
3,555
|
|
General and administration
|
|
|
(91
|
)
|
|
|
(188
|
)
|
|
|
(263
|
)
|
Interest and financing
|
|
|
(182
|
)
|
|
|
(655
|
)
|
|
|
(565
|
)
|
Exploration
|
|
|
(133
|
)
|
|
|
(33
|
)
|
|
|
(56
|
)
|
Research and development
|
|
|
(23
|
)
|
|
|
(15
|
)
|
|
|
(21
|
)
|
Asset impairment charge
|
|
|
(589
|
)
|
|
|
(27
|
)
|
|
|
|
|
Other income (expense)
|
|
|
55
|
|
|
|
824
|
|
|
|
265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before the undernoted items
|
|
|
1,380
|
|
|
|
2,640
|
|
|
|
2,915
|
|
Provision for income and resource taxes
|
|
|
(652
|
)
|
|
|
(695
|
)
|
|
|
(932
|
)
|
Equity earnings (loss)
|
|
|
22
|
|
|
|
(126
|
)
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations
|
|
|
750
|
|
|
|
1,819
|
|
|
|
1,975
|
|
Earnings (loss) from discontinued operations
|
|
|
(9
|
)
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
|
|
$
|
741
|
|
|
$
|
1,900
|
|
|
|
1,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
$
|
82
|
|
|
$
|
69
|
|
|
|
115
|
|
Shareholders of Teck
|
|
|
659
|
|
|
|
1,831
|
|
|
|
1,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S-9
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
|
(IFRS)
|
|
|
|
(In millions)
|
|
|
Statement of Earnings Data
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,895
|
|
|
$
|
2,366
|
|
Cost of sales
|
|
|
(1,274
|
)
|
|
|
(1,469
|
)
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
621
|
|
|
|
897
|
|
Other Operating expenses
|
|
|
|
|
|
|
|
|
General and administration
|
|
|
(70
|
)
|
|
|
(15
|
)
|
Exploration
|
|
|
(10
|
)
|
|
|
(16
|
)
|
Research and development
|
|
|
(7
|
)
|
|
|
(7
|
)
|
Other operating income
|
|
|
715
|
|
|
|
(27
|
)
|
|
|
|
|
|
|
|
|
|
Profit from operations
|
|
|
1,249
|
|
|
|
832
|
|
Finance income
|
|
|
26
|
|
|
|
25
|
|
Finance expense
|
|
|
(193
|
)
|
|
|
(131
|
)
|
Non-operating income (expense)
|
|
|
53
|
|
|
|
15
|
|
Share of losses of associates
|
|
|
(1
|
)
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
$
|
1,134
|
|
|
$
|
738
|
|
Provision for income and resource taxes
|
|
|
(208
|
)
|
|
|
(251
|
)
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
|
926
|
|
|
|
487
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
$
|
30
|
|
|
$
|
26
|
|
Shareholders of Teck
|
|
|
896
|
|
|
|
461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31,
|
|
As at March 31,
|
|
|
2009
|
|
2010
|
|
2010
|
|
2011
|
|
|
(Canadian GAAP)
|
|
(IFRS)
|
|
|
(In millions)
|
|
(In millions)
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,329
|
|
|
$
|
832
|
|
|
$
|
776
|
|
|
$
|
1,046
|
|
Property, plant and equipment
|
|
|
22,426
|
|
|
|
21,866
|
|
|
|
21,972
|
|
|
|
22,223
|
|
Total assets
|
|
|
29,873
|
|
|
|
29,209
|
|
|
|
28,103
|
|
|
|
29,126
|
|
Total
debt(3)
|
|
|
8,004
|
|
|
|
4,948
|
|
|
|
5,794
|
|
|
|
4,786
|
|
Shareholders equity attributable to shareholders of Teck
|
|
|
14,487
|
|
|
|
16,052
|
|
|
|
15,159
|
|
|
|
16,216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
|
|
December 31,
|
|
March 31,
|
|
|
2009
|
|
2010
|
|
2010
|
|
2011
|
|
|
(Canadian GAAP)
|
|
(IFRS)
|
|
|
(In millions)
|
|
(In millions)
|
|
Cash Flow Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by operations
|
|
$
|
2,983
|
|
|
$
|
2,743
|
|
|
$
|
513
|
|
|
$
|
754
|
|
Cash provided by (used in) financing activities
|
|
|
(2,078
|
)
|
|
|
(3,668
|
)
|
|
|
(2,061
|
)
|
|
|
(296
|
)
|
Cash provided by (used in) investing activities (including
capital expenditures)
|
|
|
(664
|
)
|
|
|
474
|
|
|
|
1,022
|
|
|
|
(223
|
)
|
S-10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
|
|
December 31,
|
|
March 31,
|
|
|
2009
|
|
2010
|
|
2010
|
|
2011
|
|
|
(In thousand tonnes except as noted)
|
|
(In thousand tonnes except as noted)
|
|
Production & Operating Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production (our share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Copper contained in concentrate and copper cathodes
|
|
|
308
|
|
|
|
313
|
|
|
|
72
|
|
|
|
75
|
|
Coal
|
|
|
18,930
|
|
|
|
23,109
|
|
|
|
5,672
|
|
|
|
4,379
|
|
Refined Zinc
|
|
|
240
|
|
|
|
278
|
|
|
|
68
|
|
|
|
72
|
|
Zinc contained in concentrate
|
|
|
711
|
|
|
|
645
|
|
|
|
163
|
|
|
|
166
|
|
Refined Lead
|
|
|
73
|
|
|
|
72
|
|
|
|
22
|
|
|
|
23
|
|
Lead contained in concentrate
|
|
|
132
|
|
|
|
110
|
|
|
|
35
|
|
|
|
21
|
|
Molybdenum contained in concentrate (thousands of pounds)
|
|
|
7,798
|
|
|
|
8,557
|
|
|
|
2,113
|
|
|
|
1,879
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
Three Months Ended
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2010
|
|
|
2011
|
|
|
|
(Canadian GAAP)
|
|
|
(IFRS)
|
|
|
|
(In millions)
|
|
|
(In millions)
|
|
|
Gross profit by business
unit(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Copper
|
|
$
|
1,002
|
|
|
$
|
1,289
|
|
|
$
|
299
|
|
|
$
|
398
|
|
Coal
|
|
|
1,278
|
|
|
|
1,690
|
|
|
|
178
|
|
|
|
356
|
|
Zinc
|
|
|
454
|
|
|
|
576
|
|
|
|
144
|
|
|
|
143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,734
|
|
|
$
|
3,555
|
|
|
$
|
621
|
|
|
$
|
897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
Three Months Ended
|
|
|
December 31,
|
|
March 31,
|
|
|
2009
|
|
2010
|
|
2010
|
|
2011
|
|
|
(Canadian GAAP)
|
|
(IFRS)
|
|
Credit Statistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA(1)/Finance
expense(2)
|
|
|
6.273
|
x
|
|
|
7.605
|
x
|
|
|
7.793
|
x
|
|
|
7.893
|
x
|
Total
debt(3)/EBITDA(1)
|
|
|
1.948
|
x
|
|
|
1.152
|
x
|
|
|
3.852
|
x
|
|
|
4.629
|
x
|
Net
debt(3)/EBITDA(1)
|
|
|
1.602
|
x
|
|
|
.958
|
x
|
|
|
3.336
|
x
|
|
|
3.617
|
x
|
Total
debt(3)/Capitalization
|
|
|
36
|
%
|
|
|
23
|
%
|
|
|
28
|
%
|
|
|
23
|
%
|
Net
debt(3)/Capitalization
|
|
|
29
|
%
|
|
|
19
|
%
|
|
|
24
|
%
|
|
|
18
|
%
|
|
|
|
(1)
|
|
Earnings before interest, taxes,
depreciation and amortization (EBITDA) is not a
measure recognized under Canadian generally accepted accounting
principles or IFRS. EBITDA consists of earnings before interest
expense (net), tax expense, depreciation, amortization and
accretion. We present EBITDA because we believe it is an
important supplemental measure of our performance and believe
that it is frequently used by securities analysts, investors and
others in the evaluation of companies in our industry. We
believe these parties consider it useful in measuring the
capacity of our company to service debt. However, it is not
intended to represent cash flow or results of operations in
accordance with Canadian generally accepted accounting
principles or IFRS and may not be comparable to similarly titled
amounts reported by other companies. EBITDA should be considered
in addition to, and not as a substitute for, profit (loss), cash
flows and other measures of financial performance reported in
accordance with Canadian generally accepted accounting
principles and IFRS. A reconciliation of profit attributable to
shareholders to EBITDA, the most directly comparable Canadian
generally accepted accounting principles and IFRS measure, is
provided below.
|
|
(2)
|
|
Prior to our adoption of IFRS, this
was referred to as EBITDA/Interest expense.
|
|
(3)
|
|
Total debt and net debt are not
measures recognized under Canadian generally accepted accounting
principles or IFRS. Total debt includes both the long-term and
the current portion of short-term debt and capital lease
obligations. Net debt consists of total debt, less cash and cash
equivalents, and restricted cash pledged as security for our
debt. We present total debt and net debt because we believe they
are important supplemental measures of the financial position
and liquidity of our company. We believe that securities
analysts,
|
S-11
|
|
|
|
|
investors and others frequently use
this measure to assess the debt capacity of a company and to
calculate credit statistics used to assess financial risks of
the securities of a company. A reconciliation of total debt to
net debt, the most directly comparable Canadian generally
accepted accounting principles and IFRS measure, is provided
below.
|
|
(4)
|
|
Beginning January 1, 2011,
pricing adjustments from the sale and purchase of various
products are included in other operating income (expense). Prior
to January 1, 2011, these pricing adjustments were included
in gross profit. Our December 31, 2009 and 2010 figures
have not been restated to reflect this new presentation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
Three Months Ended
|
|
|
|
December 31,
|
|
|
March 31,
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2010
|
|
|
2011
|
|
|
|
(Canadian GAAP)
|
|
|
(IFRS)
|
|
|
|
(In millions)
|
|
|
(In millions)
|
|
|
Reconciliation of Profit attributable to shareholders of Teck
to EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to shareholders of
Teck(1)
|
|
$
|
659
|
|
|
$
|
1,831
|
|
|
$
|
1,860
|
|
|
$
|
896
|
|
|
$
|
461
|
|
Financing
expense(2)
|
|
|
182
|
|
|
|
655
|
|
|
|
565
|
|
|
|
167
|
|
|
|
106
|
|
Provision for income and resource taxes
|
|
|
652
|
|
|
|
695
|
|
|
|
932
|
|
|
|
208
|
|
|
|
251
|
|
Depreciation and amortization
|
|
|
468
|
|
|
|
928
|
|
|
|
940
|
|
|
|
233
|
|
|
|
216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
$
|
1,961
|
|
|
$
|
4,109
|
|
|
$
|
4,297
|
|
|
$
|
1,504
|
|
|
$
|
1,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Prior to our adoption of IFRS, this
was referred to as Earnings attributable to shareholders
of Teck.
|
|
(2)
|
|
Prior to our adoption of IFRS, this
was referred to as Interest and financing expense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31,
|
|
|
As at March 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2010
|
|
|
2011
|
|
|
|
(Canadian GAAP)
|
|
|
(IFRS)
|
|
|
|
(In millions)
|
|
|
(In millions)
|
|
|
Reconciliation of Total Debt to Net Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Debt
|
|
$
|
8,004
|
|
|
$
|
4,948
|
|
|
$
|
5,794
|
|
|
$
|
4,786
|
|
Less cash and cash equivalents
|
|
|
(1,329
|
)
|
|
|
(832
|
)
|
|
|
(776
|
)
|
|
|
(1,046
|
)
|
Less restricted cash pledged as security
|
|
|
(91
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Debt
|
|
$
|
6,584
|
|
|
$
|
4,116
|
|
|
$
|
5,018
|
|
|
$
|
3,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Guarantor
The following selected unaudited financial information relates
to our wholly-owned subsidiary, Teck Metals, which will provide
the guarantee in respect of the notes. See Description of
Notes Guarantee. Teck Metals principal
assets are its 100% interest in the Trail smelting and refining
complex, a 59.4% indirect interest in Teck Coal Partnership, a
83.6% direct and indirect interest in the Highland Valley copper
mine and, indirectly, an interest in the Red Dog zinc mine in
Alaska.
The following tables set forth the selected unaudited
consolidated financial information for Teck Metals as at
December 31, 2010, 2009 and 2008, each of the years in the
three year period ended December 31, 2010 and as at
March 31, 2011 and for the three months ended
March 31, 2011 and 2010, presented with separate columns
for: (i) Teck Metals; (ii) us; (iii) our other
subsidiaries on a combined basis; (iv) consolidating
adjustments; and (v) the total consolidated amounts. This
selected financial information is derived from our audited and
interim consolidated financial statements referred to in
Selected Consolidated Financial and Production
Data Our Company, and is subject to the
qualifications referred to therein. Balance sheet data
S-12
presented under the captions Current assets,
Non-current assets, Current liabilities
and Non-current liabilities are presented as of the
end of the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31,
|
|
|
Teck Metals
|
|
Teck
|
|
|
2008
|
|
2009
|
|
2010
|
|
2008
|
|
2009
|
|
2010
|
|
|
(Canadian GAAP)
|
|
|
(In millions)
|
|
Revenues
|
|
$
|
1,467
|
|
|
$
|
1,214
|
|
|
$
|
1,476
|
|
|
$
|
82
|
|
|
$
|
104
|
|
|
$
|
139
|
|
Profit from continuing
operations(1)
|
|
|
1,643
|
|
|
|
1,054
|
|
|
|
2,406
|
|
|
|
669
|
|
|
|
1,803
|
|
|
|
1,860
|
|
Profit attributable to shareholders of
Teck(2)
|
|
|
1,625
|
|
|
|
1,061
|
|
|
|
2,406
|
|
|
|
659
|
|
|
|
1,831
|
|
|
|
1,860
|
|
Current assets
|
|
|
1,491
|
|
|
|
538
|
|
|
|
511
|
|
|
|
8,355
|
|
|
|
7,731
|
|
|
|
5,977
|
|
Non-current assets
|
|
|
21,768
|
|
|
|
23,128
|
|
|
|
24,113
|
|
|
|
22,242
|
|
|
|
23,513
|
|
|
|
25,901
|
|
Current liabilities
|
|
|
8,533
|
|
|
|
6,791
|
|
|
|
5,667
|
|
|
|
11,175
|
|
|
|
5,762
|
|
|
|
6,625
|
|
Non-current liabilities
|
|
|
4,169
|
|
|
|
3,327
|
|
|
|
3,464
|
|
|
|
8,522
|
|
|
|
10,995
|
|
|
|
9,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31,
|
|
|
Our Other Subsidiaries on a
|
|
|
|
|
|
|
Combined Basis
|
|
Consolidating Adjustments
|
|
Total Consolidated Amounts
|
|
|
2008
|
|
2009
|
|
2010
|
|
2008
|
|
2009
|
|
2010
|
|
2008
|
|
2009
|
|
2010
|
|
|
(Canadian GAAP)
|
|
|
(In millions)
|
|
Revenues
|
|
$
|
4,700
|
|
|
$
|
5,929
|
|
|
$
|
7,281
|
|
|
$
|
406
|
|
|
$
|
427
|
|
|
$
|
443
|
|
|
$
|
6,655
|
|
|
$
|
7,674
|
|
|
$
|
9,339
|
|
Profit from continuing
operations(1)
|
|
|
621
|
|
|
|
2,272
|
|
|
|
2,964
|
|
|
|
(2,183
|
)
|
|
|
(3,310
|
)
|
|
|
(5,255
|
)
|
|
|
750
|
|
|
|
1,819
|
|
|
|
1,975
|
|
Profit attributable to shareholders of
Teck(2)
|
|
|
558
|
|
|
|
2,249
|
|
|
|
2,849
|
|
|
|
(2,183
|
)
|
|
|
(3,310
|
)
|
|
|
(5,255
|
)
|
|
|
659
|
|
|
|
1,831
|
|
|
|
1,975
|
|
Current assets
|
|
|
5,806
|
|
|
|
5,969
|
|
|
|
8,952
|
|
|
|
(11,553
|
)
|
|
|
(10,562
|
)
|
|
|
(12,134
|
)
|
|
|
4,099
|
|
|
|
3,676
|
|
|
|
3,306
|
|
Non-current assets
|
|
|
26,186
|
|
|
|
25,729
|
|
|
|
25,505
|
|
|
|
(42,762
|
)
|
|
|
(46,173
|
)
|
|
|
(49,616
|
)
|
|
|
27,434
|
|
|
|
26,197
|
|
|
|
25,903
|
|
Current liabilities
|
|
|
1,219
|
|
|
|
472
|
|
|
|
1,725
|
|
|
|
(11,656
|
)
|
|
|
(10,662
|
)
|
|
|
(12,277
|
)
|
|
|
9,271
|
|
|
|
2,363
|
|
|
|
1,740
|
|
Non-current liabilities
|
|
|
3,337
|
|
|
|
3,677
|
|
|
|
3,539
|
|
|
|
(4,777
|
)
|
|
|
(5,080
|
)
|
|
|
(4,911
|
)
|
|
|
11,251
|
|
|
|
12,919
|
|
|
|
11,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
Teck Metals
|
|
Teck
|
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
|
(IFRS)
|
|
|
(In millions)
|
|
Revenues
|
|
$
|
382
|
|
|
$
|
489
|
|
|
$
|
42
|
|
|
$
|
45
|
|
Profit from continuing
operations(1)
|
|
|
890
|
|
|
|
337
|
|
|
|
896
|
|
|
|
461
|
|
Profit attributable to shareholders of
Teck(2)
|
|
|
890
|
|
|
|
337
|
|
|
|
896
|
|
|
|
461
|
|
Current assets
|
|
|
N/A
|
|
|
|
642
|
|
|
|
N/A
|
|
|
|
6,001
|
|
Non-current assets
|
|
|
N/A
|
|
|
|
23,919
|
|
|
|
N/A
|
|
|
|
26,019
|
|
Current liabilities
|
|
|
N/A
|
|
|
|
5,663
|
|
|
|
N/A
|
|
|
|
6,810
|
|
Non-current liabilities
|
|
|
N/A
|
|
|
|
3,496
|
|
|
|
N/A
|
|
|
|
8,994
|
|
S-13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
Our Other
|
|
|
|
|
|
|
|
|
|
Subsidiaries on a
|
|
|
|
|
|
|
|
|
|
Combined Basis
|
|
|
Consolidating Adjustments
|
|
|
Total Consolidated Amounts
|
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
|
(IFRS)
|
|
|
|
(In millions)
|
|
|
Revenues
|
|
$
|
1,379
|
|
|
$
|
1,674
|
|
|
$
|
92
|
|
|
$
|
158
|
|
|
$
|
1,895
|
|
|
$
|
2,366
|
|
Profit from continuing
operations(1)
|
|
|
547
|
|
|
|
655
|
|
|
|
(1,407
|
)
|
|
|
(966
|
)
|
|
|
926
|
|
|
|
487
|
|
Profit attributable to shareholders of
Teck(2)
|
|
|
517
|
|
|
|
629
|
|
|
|
(1,407
|
)
|
|
|
(966
|
)
|
|
|
896
|
|
|
|
461
|
|
Current assets
|
|
|
N/A
|
|
|
|
9,357
|
|
|
|
N/A
|
|
|
|
(12,504
|
)
|
|
|
N/A
|
|
|
|
3,496
|
|
Non-current assets
|
|
|
N/A
|
|
|
|
25,446
|
|
|
|
N/A
|
|
|
|
(49,754
|
)
|
|
|
N/A
|
|
|
|
25,630
|
|
Current liabilities
|
|
|
N/A
|
|
|
|
1,513
|
|
|
|
N/A
|
|
|
|
(12,476
|
)
|
|
|
N/A
|
|
|
|
1,510
|
|
Non-current liabilities
|
|
|
N/A
|
|
|
|
3,607
|
|
|
|
N/A
|
|
|
|
(4,821
|
)
|
|
|
N/A
|
|
|
|
11,276
|
|
|
|
|
(1)
|
|
Prior to our adoption of IFRS, this
was referred to as Earnings from continuing
operations.
|
|
(2)
|
|
Prior to our adoption of IFRS, this
was referred to as Earnings attributable to shareholders
of Teck.
|
S-14
USE OF
PROCEEDS
The net proceeds to us from this offering will be approximately
US$1,980 million, after deducting the underwriting fees and
the estimated expenses of this offering payable by us of
approximately US$16 million. We intend to use the net
proceeds of this offering for general corporate purposes, which
may include anticipated capital spending for project development
in our coal, copper and energy businesses and the repayment of
debt. We may invest funds that we do not immediately require in
short-term marketable securities.
S-15
CAPITALIZATION
The following table sets forth a summary of our consolidated
capitalization as at March 31, 2011 and as adjusted to give
effect to the issuance of the notes offered by this prospectus
supplement and the accompanying prospectus. The table is based
on our unaudited interim consolidated financial statements for
the three months ended March 31, 2011, which have been
prepared in accordance with Canadian GAAP as revised to
incorporate IFRS. The table should be read in conjunction with
our unaudited interim consolidated financial statements and
other information included in the documents incorporated by
reference in this prospectus supplement and the accompanying
prospectus. Since March 31, 2011, there has been no
material change in our total debt and no change in our share
capitalization, except for the issuance of approximately 33,956
Class B subordinate voting shares in connection with the
exercise of previously issued options.
|
|
|
|
|
|
|
|
|
|
|
As at March 31, 2011
|
|
|
|
|
|
|
As Adjusted
|
|
|
|
|
|
|
to Give Effect
|
|
|
|
Actual
|
|
|
to this Offering
|
|
|
|
(In millions)
|
|
|
Debt
|
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$
|
63
|
|
|
$
|
63
|
|
Long-term debt
|
|
|
4,723
|
|
|
|
4,723
|
|
2017 notes offered
hereby(1)
|
|
|
|
|
|
|
289
|
|
2022 notes offered
hereby(1)
|
|
|
|
|
|
|
673
|
|
2041 notes offered
hereby(1)
|
|
|
|
|
|
|
958
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
4,786
|
|
|
|
6,706
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
Capital stock
|
|
|
|
|
|
|
|
|
Class A common shares
|
|
|
7
|
|
|
|
7
|
|
Class B subordinate voting shares
|
|
|
6,798
|
|
|
|
6,798
|
|
Contributed surplus
|
|
|
87
|
|
|
|
87
|
|
Non-controlling interests
|
|
|
124
|
|
|
|
124
|
|
Accumulated other comprehensive income
|
|
|
(1
|
)
|
|
|
(1
|
)
|
Retained earnings
|
|
|
9,325
|
|
|
|
9,325
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
16,340
|
|
|
|
16,340
|
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$
|
21,126
|
|
|
$
|
23,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
U.S. dollar amounts were converted
into Canadian dollar amounts at the closing exchange rate on
March 31, 2011 of US$1.0314 = $1.00.
|
S-16
PRO FORMA
EARNINGS COVERAGE
The following unaudited pro forma earnings coverage ratios are
included in this prospectus supplement in accordance with
Canadian disclosure requirements. They have been calculated on a
consolidated basis using financial information prepared in
accordance with Canadian generally accepted accounting
principles for the twelve month period ended December 31,
2010 and in accordance with Canadian generally accepted
accounting principles as revised to incorporate IFRS for the
twelve month period ended March 31, 2011 and give effect to
all of our long-term financial liabilities and the repayment,
redemption or other retirement thereof indicated below.
The pro forma ratios set forth below have been calculated after
giving effect to the issuance of the notes offered hereby and
debt repayments and issuances since December 31, 2010 and
March 31, 2011, as applicable. The reported earnings have
been increased by borrowing costs net of income taxes. The
earnings coverage ratio is equal to profit attributable to
shareholders of Teck, adjusted as described above, divided by
borrowing costs. The pro forma ratios set forth below do not
purport to be indicative of actual earnings coverage ratios that
would have occurred on the dates set forth below. The pro forma
ratios set forth below are not indicative of actual ratios for
any future periods. U.S. dollar amounts relating to the
interest on the notes offered hereby, any debt repayments and
issuances made since March 31, 2011 were converted into
Canadian dollar amounts at the closing exchange rate on
March 31, 2011 of US$1.0314 equal to $1.00.
Our pro forma borrowing cost requirements, after giving effect
to the issuance of notes offered hereby and debt repayments and
issuances since December 31, 2010 or March 31, 2011,
as applicable, amounted to approximately $668 million and
approximately $607 million for the twelve month periods
ended December 31, 2010 and March 31, 2011,
respectively. For the twelve month periods ended
December 31, 2010 and March 31, 2011, we recorded pro
forma profit before borrowing costs and tax of
$3,357 million and $2,909 million, respectively, after
giving effect to the issuance of notes offered hereby and debt
repayments and issuances since December 31, 2010 or
March 31, 2011, as applicable. For the twelve month periods
ended December 31, 2010 and March 31, 2011, the
interest coverage ratios, after giving effect to the issuance of
notes offered hereby and debt repayments and issuances since
December 31, 2010 or March 31, 2011, as applicable,
were 5.0 and 4.8 times borrowing costs, respectively.
Our pro forma earnings for the twelve month periods ended
December 31, 2010 and March 31, 2011 before borrowing
costs, income taxes and depreciation and amortization, amounted
to approximately $4,297 million and $3,808 million,
respectively, which, after giving effect to the issuance of
notes offered hereby and debt repayments and issuances since
December 31, 2010 and March 31, 2011, respectively,
amounted to times 6.4 and 6.3 times our borrowing costs for
those periods, respectively.
S-17
DESCRIPTION
OF NOTES
In this section, the words we, us and
our refer only to Teck Resources Limited and not to
any of our subsidiaries and Teck Metals refers only
to Teck Metals Ltd., the guarantor of the notes. The following
description of the particular terms of the notes (referred to in
the accompanying prospectus under the heading Description
of Debt Securities as the debt securities)
supplements and, to the extent inconsistent therewith, replaces
the description of the debt securities set forth in the
accompanying prospectus. The description is qualified in its
entirety by reference to the base indenture and third
supplemental indenture thereto under which the notes are to be
issued. Capitalized terms used and not defined in this
prospectus supplement have the meanings ascribed to them in the
accompanying prospectus, base indenture or third supplemental
indenture thereto under which the notes are to be issued.
General
We will issue the notes under an indenture dated as of
August 17, 2010, between us and the trustee (the base
indenture), as supplemented by a third supplemental
indenture (the third supplemental indenture) among
us, Teck Metals and the trustee, which third supplemental
indenture will be dated as of the closing date of this offering.
The base indenture and third supplemental indenture thereto are
collectively referred to herein as the indenture.
The 2017 notes will be issued initially in an aggregate
principal amount of US$300,000,000 and will mature on
January 15, 2017. The 2022 notes will be issued initially
in an aggregate principal amount of US$700,000,000 and will
mature on January 15, 2022. The 2041 notes will be issued
initially in an aggregate principal amount of US$1,000,000,000
and will mature on July 15, 2041. Payments of principal of,
and interest and premium and additional amounts, if any, on the
notes will be made in U.S. dollars. The notes are not
subject to any sinking fund provision. The notes are available
for purchase in denominations of US$2,000 and in integral
multiples of US$1,000 in excess thereof. The initial offering
price of the 2017 notes is 99.964% of their principal amount,
the initial offering price of the 2022 notes is 99.843% of their
principal amount and the initial offering price of the 2041
notes is 99.715% of their principal amount.
Subject to the negative pledge described under
Certain Covenants Negative
Pledge in the accompanying prospectus, the indenture does
not limit our ability to incur additional indebtedness and does
not limit the ability of our subsidiaries or joint ventures to
incur additional indebtedness. No debt securities issued under
the indenture, including the notes, will have the benefit of any
security interest.
No service charge will be made for any registration, transfer or
exchange of the notes, but we may require payment of a sum
sufficient to cover any tax, assessment or other governmental
charge payable in connection therewith.
Guarantee
The payment of principal of, and interest and premium and
additional amounts, if any, on the notes of each series will be
fully and unconditionally guaranteed (the guarantee)
by our wholly-owned subsidiary, Teck Metals (the
guarantor). The guarantee will be fully and
unconditionally guaranteed by us on an unsecured, unsubordinated
basis. Any payments made by the guarantor with respect to a note
or guarantee will be made without withholding or deduction for
or on account of Canadian Taxes unless required by law or by
interpretation or administration thereof by the relevant
government authority or agency. If the guarantor is so required
to withhold or deduct any amount for or on account of Canadian
Taxes, it will pay as additional interest such additional
amounts, as necessary, so that the net amount received by each
holder of notes after the withholding or deduction is not less
than the amount that each holder of notes would have received in
the absence of the withholding or deduction. See
Description of Debt Securities Payment of
Additional Amounts in the accompanying prospectus.
The third supplemental indenture will provide that the guarantor
will be released and relieved of its obligations under its
guarantee in respect of the 2017 notes, the 2022 notes or the
2041 notes, respectively, and such guarantee will be terminated,
upon our request (without the consent of the trustee) if:
S-18
(i) we notify each debt rating agency known to us which has
assigned a rating to the applicable series of notes and which is
designated by the SEC as a Nationally Recognized
Statistical Rating Organization (a Participating
NRSRO) and the trustee of our intention to exercise our
option to terminate the guarantee of the applicable series of
notes at least 45 days prior to the proposed date of such
termination (the Release Date); (ii) on the
proposed Release Date, we deliver to the trustee an
officers certificate stating that we have satisfied each
of the four conditions listed below; and (iii) at the time
of such release (and any other concurrent release, termination,
repayment or discharge of any other guarantee or other debt of
such guarantor), (a) the guarantor shall not be the primary
obligor or guarantor with respect to any Indebtedness, other
than Indebtedness which in the aggregate does not exceed an
amount equal to 10% of Consolidated Net Tangible Assets (as
defined in the accompanying prospectus), (b) the rating
assigned to the notes of such series by at least two
Participating NRSROs (or if there is only one Participating
NRSRO, by that one Participating NRSRO) is within one of the
ratings categories assigned by them designating investment
grade corporate debt securities, (c) at least two
Participating NRSROs (or if there is only one Participating
NRSRO, that one Participating NRSRO) have affirmed that the
rating assigned by them to the notes of such series shall not be
downgraded as a result of the termination of the guarantee, or
notice thereof and (d) no default or event of default has
occurred and is continuing under the base indenture.
Notwithstanding the above, the guarantee of the guarantor may
not be released pursuant to the above provision if, immediately
after the release, the guarantor remains (i) a guarantor in
respect of any of our existing public debt securities
outstanding on the date hereof, or (ii) an obligor on any
intercompany Indebtedness which has been pledged by us for the
benefit of any holders of any of our existing public debt
securities outstanding on the date hereof. The third
supplemental indenture will provide that it will be an event of
default if at any time following release of the guarantee
(i) the guarantor or any successor thereof has been for a
period of not less than 30 consecutive days, the primary obligor
or guarantor with respect to Indebtedness in an aggregate amount
which exceeds 10% of Consolidated Net Tangible Assets,
(ii) the guarantor has not, within such
30-day
period, provided to the trustee a guarantee on substantially the
same terms and conditions as the original guarantee that ranks
pari passu with the unsecured and unsubordinated
Indebtedness of the guarantor and (iii) on the
30th day of such
30-day
period the guarantor was our subsidiary. Among other things, the
above release provisions will permit the release and termination
of the guarantee in the event of a sale or other disposition as
a result of which the guarantor would cease to be our subsidiary
provided that we are in compliance with the aforementioned
covenant after giving pro forma effect for such disposition
(including the application of any proceeds therefrom). Other
than in accordance with these release provisions, or the other
release provisions provided for in the third supplemental
indenture, as the case may be, the guarantor will not be
released from its payment obligations under its guarantee and no
amendment or waiver of these release provisions will be
permitted except, in each case, with the consent of the holder
of each outstanding note of the affected series. We may also, at
our option, and at any time, elect to have our obligations and
the obligations of the guarantor discharged with respect to the
notes of the affected series upon fulfillment of the conditions
described in the accompanying prospectus under Description
of Debt Securities Defeasance and Covenant
Defeasance.
The third supplemental indenture will provide, that, unless the
guarantor has already been released, or in connection with the
applicable transaction will be released, from its obligations
under its guarantee in accordance with the above release
provisions or any other release provision set forth in the third
supplemental indenture, the guarantor will not consolidate or
amalgamate with or merge into or enter into any statutory
arrangement with any other person, or, directly or indirectly,
convey, transfer or lease all or substantially all of its
properties and assets to any person, unless:
|
|
|
|
|
the person formed by or continuing from such consolidation or
amalgamation or into which the guarantor is merged or with which
the guarantor enters into such statutory arrangement or the
person which acquires or leases all or substantially all of the
guarantors properties and assets is organized and existing
under the laws of the United States, any state thereof or the
District of Columbia or the laws of Canada or any province or
territory thereof, or, if such consolidation, amalgamation,
merger, statutory arrangement or other transaction would not
impair the rights of the holders of the notes of the applicable
series under the guarantee, in any other country, provided that
if such successor person is organized under the laws of a
jurisdiction other than the United States, any state thereof or
the District of Columbia, or the laws of Canada or any province
or territory thereof, the successor person assumes
|
S-19
|
|
|
|
|
the guarantors obligations under the guarantee and the
indenture to pay Additional Amounts (as defined in the
accompanying prospectus under Payment of
Additional Amounts), and, in connection therewith, for
purposes of the provisions described in
Payment of Additional Amounts in the
accompanying prospectus, the reference to such successor
jurisdiction is added with Canada and
Canadian in each place that Canada or
Canadian appears therein;
|
|
|
|
|
|
the successor person expressly assumes or assumes by operation
of law all of the guarantors obligations under the
guarantee;
|
|
|
|
immediately before and after giving effect to such transaction,
no event of default and no event which, after notice or lapse of
time or both, would become an event of default, will have
happened and be continuing; and
|
|
|
|
certain other conditions are met.
|
Ranking
and Other Indebtedness
The notes and the guarantee in respect of such notes will be our
unsecured senior obligations and unsecured senior obligations of
the guarantor, respectively, and will rank equally with all of
our other unsecured senior obligations and those of the
guarantor from time to time outstanding, respectively. The notes
will be effectively subordinated to all Indebtedness and other
liabilities of our subsidiaries (other than the guarantor, for
so long as the guarantee remains in effect) and the notes and
the guarantee will be effectively subordinated to all secured
Indebtedness and other secured liabilities of us and the
guarantor, respectively, in each case to the extent of the
assets securing such Indebtedness and other liabilities. At
March 31, 2011, the aggregate amount of the indebtedness
and trade payables of our subsidiaries (other than Teck Metals)
was approximately US$225 million, and we and our
subsidiaries, including Teck Metals, had approximately
US$100 million of secured indebtedness outstanding. In
addition, our proportionate share of the revolving debt, trade
payables, and current liabilities of Compañía Minera
Antamina S.A., in which we have a 22.5% interest, at
March 31, 2011, was approximately US$147 million,
which is reflected in our consolidated balance sheet.
Interest
The 2017 notes will bear interest at 3.15% per annum from
July 5, 2011, or from the most recent interest payment date
to which interest has been paid or provided for, payable
semi-annually in arrears, on January 15 and July 15 of
each year, commencing January 15, 2012, to each person in
whose name a 2017 note is registered at the close of business on
the preceding January 1 or July 1, as the case may be.
The 2022 notes will bear interest at 4.75% per annum from
July 5, 2011, or from the most recent interest payment date
to which interest has been paid or provided for, payable
semi-annually in arrears, on January 15 and July 15 of
each year, commencing January 15, 2012, to each person in
whose name a 2022 note is registered at the close of business on
the preceding January 1 or July 1, as the case may be.
The 2041 notes will bear interest at 6.25% per annum from
July 5, 2011, or from the most recent interest payment date
to which interest has been paid or provided for, payable
semi-annually in arrears, on January 15 and July 15 of
each year, commencing January 15, 2012, to each person in
whose name a 2041 note is registered at the close of
business on the preceding January 1 or July 1, as the
case may be. The amount of interest payable will be computed on
the basis of a
360-day year
consisting of twelve
30-day
months. If any date on which principal of, premium on or
interest on the notes is payable is not a business day, then
payment of the principal, premium or interest payable on that
date will be made on the next succeeding day which is a business
day (and without any additional interest or other payment in
respect of any delay), with the same force and effect as if made
on such date.
Principal of, premium on and interest on the notes will be
payable, and the transfer of notes will be registrable, at the
principal corporate trust office of the trustee, which at
present is The Bank of New York Mellon, 101 Barclay Street,
Floor 4 East, New York, New York 10286, Attention: International
Global Trust Global Americas. However, payment of
interest may, at our option be made by check mailed to the
S-20
address of the person entitled thereto as it appears in the
security register or by wire transfer to an account located in
the United States maintained by such person.
Governing
Law
The base indenture is, and the third supplemental indenture, the
notes and the guarantee will be, governed by, and construed in
accordance with the laws of the State of New York.
Further
Issuance
We may from time to time without notice to, or the consent of,
the holders of the 2017 notes, the 2022 notes or the
2041 notes, create and issue additional notes under the
indenture equal in rank to the 2017 notes, the
2022 notes or the 2041 notes, as the case may be, in
all respects (or in all respects except for the payment of
interest accruing prior to the issue date of the new notes, or
except, in some cases, for the first payment of interest
following the issue date of the new notes) so that the new notes
may be consolidated and form a single series with the
2017 notes, the 2022 notes or the 2041 notes, as
the case may be, and have the same terms as to status,
redemption and otherwise as the 2017 notes, the
2022 notes or the 2041 notes issued under this
prospectus supplement and the accompanying prospectus. See
General.
Optional
Redemption
2017
Notes
The 2017 notes will be redeemable at any time, in whole or in
part, at our option, at a redemption price equal to the greater
of (i) 100% of the principal amount of the 2017 notes
and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive
of interest accrued to the date of redemption) discounted to the
redemption date on a semi-annual basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Treasury Rate plus 25 basis points, plus, in
each case, accrued interest thereon to, but not including, the
date of redemption.
2022
Notes
The 2022 notes will be redeemable at any time. Prior to
October 15, 2021 (three months prior to the maturity date
of the 2022 notes), the 2022 notes will be redeemable,
in whole or in part, at our option, at a redemption price equal
to the greater of (i) 100% of the principal amount of the
2022 notes and (ii) the sum of the present values of
the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to the date of
redemption) discounted to the redemption date on a semi-annual
basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Treasury Rate plus 25 basis points, plus, in
each case, accrued interest thereon to, but not including, the
date of redemption.
If the 2022 notes are redeemed on or after October 15,
2021 (three months prior to the maturity date of the
2022 notes), they may be redeemed in whole and the
redemption price for the 2022 notes will equal 100% of the
principal amount of the 2022 notes, plus accrued interest
thereon to, but not including the date of redemption.
2041
Notes
The 2041 notes will be redeemable at any time. Prior to
January 15, 2041 (six months prior to the maturity date of
the 2041 notes), the 2041 notes will be redeemable, in
whole or in part, at our option, at a redemption price equal to
the greater of (i) 100% of the principal amount of the
2041 notes and (ii) the sum of the present values of
the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to the date of
redemption) discounted to the redemption date on a semi-annual
basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Treasury Rate plus 30 basis points, plus, in
each case, accrued interest thereon to, but not including, the
date of redemption.
S-21
If the 2041 notes are redeemed on or after January 15,
2041 (six months prior to the maturity date of the 2041 notes),
they may be redeemed in whole and the redemption price for the
2041 notes will equal 100% of the principal amount of the
2041 notes, plus accrued interest thereon to, but not
including the date of redemption.
Redemption Procedures
We will give you at least 30 days (but not more than
60 days) prior notice of any redemption. If less than all
of the notes are redeemed, the trustee will select the notes to
be redeemed by a method determined by the trustee to be fair and
appropriate, and, in the case of global notes, in accordance
with DTC procedures.
On or before the redemption date, we will deposit with a paying
agent (or the trustee) money sufficient to pay the redemption
price and accrued interest on the notes to be redeemed on such
date. On and after the redemption date, interest will cease to
accrue on any notes that have been called for redemption (unless
we default in the payment of the redemption price and accrued
interest). The redemption price will be calculated by the
Independent Investment Banker and we, the trustee and any paying
agent for the notes will be entitled to rely on such calculation.
If notice of redemption has been given as provided in the
indenture, and funds for the redemption of such series of notes
called for redemption have been made available on the redemption
date referred to in such notice, such series of notes will cease
to bear interest on the date fixed for such redemption specified
in such notice and the only right of the holders of such series
of notes will be to receive payment of the redemption price plus
accrued interest to, but not including, the date of redemption.
For purposes of the discussion of optional redemption and
redemption procedures, the following definitions are applicable:
Comparable Treasury Issue means the
United States Treasury security or securities selected by an
Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the
notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of a
comparable maturity to the remaining term of such notes.
Comparable Treasury Price means, with
respect to any redemption date, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (B) if we obtain fewer than
three such Reference Treasury Dealer Quotations, the average of
all such quotations.
Independent Investment Banker means
one of the Reference Treasury Dealers appointed by us.
Reference Treasury Dealer Quotations
means, with respect to each Reference Treasury Dealer and any
redemption date, the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to us by
such Reference Treasury Dealer at 3:30 p.m. New York time
on the third business day preceding such redemption date.
Reference Treasury Dealer means each
of Citigroup Global Markets Inc., J.P. Morgan Securities
LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated or their respective affiliates which are primary
U.S. government securities dealers, and their respective
successors; provided, however, that if any of the foregoing or
their affiliates shall cease to be a primary
U.S. government securities dealer in The City of
New York (a Primary Treasury Dealer), we shall
substitute therefor another Primary Treasury Dealer.
Treasury Rate means, with respect to
any redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity or interpolated (on a day count
basis) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for
such redemption date.
S-22
Change of
Control Repurchase Event
If a Change of Control Repurchase Event occurs, unless we have
exercised our right to redeem the notes as described above, we
will be required to make an offer to each holder of the notes of
each series to repurchase all or any part (in denominations of
US$2,000 and integral multiples of US$1,000 in excess thereof)
of that holders notes of a series at a repurchase price in
cash equal to 101% of the aggregate principal amount of the
notes of such series repurchased plus any accrued and unpaid
interest on the notes of such series repurchased to, but not
including, the date of repurchase. Within 45 days following
any Change of Control Repurchase Event or, at our option, prior
to any Change of Control but after the public announcement of
the Change of Control, we will mail a notice to each holder of
notes of such series, with a copy to the trustee, describing the
transaction or transactions that constitute or may constitute
the Change of Control Repurchase Event and offering to
repurchase the notes of such series on the payment date
specified in the notice, which date will be no earlier than
30 days and no later than 60 days from the date such
notice is mailed, other than as may be required by law. The
notice shall, if mailed prior to the date of consummation of the
Change of Control, state that the offer to purchase is
conditioned on a Change of Control Repurchase Event occurring on
or prior to the payment date specified in the notice. We will
comply with the requirements of
Rule 14e-1
under the Exchange Act, and any other securities laws and
regulations thereunder to the extent those laws and regulations
are applicable in connection with the repurchase of the notes of
a series as a result of a Change of Control Repurchase Event. To
the extent that the provisions of any securities laws or
regulations conflict with the Change of Control Repurchase Event
provisions of the notes of a series, we will comply with the
applicable securities laws and regulations and will not be
deemed to have breached our obligations under the Change of
Control Repurchase Event provisions of the notes of such series
by virtue of such conflict.
On the repurchase date following a Change of Control Repurchase
Event, we will, to the extent lawful:
(1) accept for payment all notes of the applicable series
or portions of the notes of such series properly tendered
pursuant to our offer;
(2) deposit with the trustee or the paying agent, as
applicable, an amount equal to the aggregate purchase price in
respect of all notes of such series or portions of the notes of
such series properly tendered; and
(3) deliver or cause to be delivered to the trustee or the
paying agent, as applicable, the notes of such series properly
accepted, together with an officers certificate stating
the aggregate principal amount of the notes of such series being
purchased by us.
The trustee or the paying agent, as applicable, will promptly
mail to each holder of the notes of the applicable series
properly tendered the purchase price for the notes of such
series, and the trustee will promptly authenticate and mail (or
cause to be transferred by book-entry) to each holder a new note
of such series equal in principal amount to any unpurchased
portion of any notes of such series surrendered; provided that
each new note of such series will be in a minimum principal
amount of US$2,000 and integral multiples of US$1,000.
We will not be required to make an offer to repurchase the notes
of a series upon a Change of Control Repurchase Event if a third
party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made
by us and such third party purchases all notes of such series
properly tendered and not withdrawn under its offer.
The provisions under the indenture relative to our obligation to
make an offer to repurchase upon a Change of Control Repurchase
Event may be waived or modified with the written consent of the
holders of a majority in principal amount of the notes of the
applicable series.
S-23
For purposes of the foregoing discussion of a repurchase at the
option of holders, the following definitions are applicable:
Change of Control means the occurrence
of any of the following:
(1) the direct or indirect sale, lease, transfer,
conveyance or other disposition (other than by way of merger,
amalgamation or statutory plan of arrangement or consolidation),
in one or a series of related transactions, of all or
substantially all of our assets and our subsidiaries taken as a
whole to any person or group (as such
terms are used in Sections 13(d) and 14(d) of the Exchange
Act) other than to us or one of our subsidiaries;
(2) the consummation of any transaction (including, without
limitation, any merger, amalgamation or statutory plan of
arrangement or consolidation) the result of which is that any
person or group (as such terms are used
in Sections 13(d) and 14(d) of the Exchange Act) becomes
the beneficial owner (as defined in
Rules 13d-3
and 13d-5
under the Exchange Act), directly or indirectly, of more than
50% of the combined voting power of our Voting Stock or other
Voting Stock into which our Voting Stock is reclassified,
consolidated, exchanged or changed, measured by voting power
rather than number of shares;
(3) we consolidate, amalgamate, or enter into a statutory
plan of arrangement with, or merge with or into, any
person (as that term is used in
Section 13(d)(3) of the Exchange Act), or any person
consolidates, amalgamates, or enters into a statutory plan of
arrangement with, or merges with or into, us, in any such event
pursuant to a transaction in which any outstanding Voting Stock
of us or of such other person is converted into or exchanged for
cash, securities or other property, other than any such
transaction where the shares of our Voting Stock outstanding
immediately prior to such transaction constitute, or are
converted into or exchanged for, Voting Stock representing more
than 50% of the combined voting power of the surviving person
immediately after giving effect to such transaction;
(4) the first day on which the majority of the members of
our board of directors cease to be Continuing Directors; or
(5) the adoption of a plan relating to our liquidation or
dissolution.
Notwithstanding the foregoing, any holding company whose only
significant asset is capital stock of us or any of our direct or
indirect parent companies shall not itself be considered a
person or group for purposes of
clause (2) above.
The definition of Change of Control includes a phrase relating
to the direct or indirect sale, lease, transfer, conveyance or
other disposition of all or substantially all of our
and our subsidiaries properties or assets taken as a
whole. Although there is a limited body of case law interpreting
the phrase substantially all, there is no precise
established definition of the phrase under applicable law.
Accordingly, the ability of a holder of the notes to require us
to repurchase such holders notes as a result of a sale,
lease, transfer, conveyance or other disposition of less than
all of our and our subsidiaries assets taken as a whole to
another person or group may be uncertain.
Change of Control Repurchase Event
means the notes of the applicable series cease to be rated
Investment Grade by both Rating Agencies on any date during the
60-day
period (which period shall be extended so long as the rating of
the notes of such series is under publicly announced
consideration for a possible downgrade by any of the Rating
Agencies) (the trigger period) after the earlier of
(1) the occurrence of a Change of Control; or
(2) public notice of the occurrence of a Change of Control
or the intention by us to effect a Change of Control.
Notwithstanding the foregoing, no Change of Control Repurchase
Event will be deemed to have occurred in connection with any
particular Change of Control unless and until such Change of
Control has actually been consummated.
S-24
Continuing Director means, as of any
date of determination, any member of our board of directors who:
(1) was a member of such board of directors on the date of
the closing of the offering of the notes of the applicable
series; or
(2) was nominated for election, elected or appointed to
such board of directors with the approval of a majority of the
Continuing Directors who were members of such board of directors
at the time of such nomination, election or appointment (either
by a specific vote or by approval of our proxy statement in
which such member was named as a nominee for election as a
director, without objection to such nomination).
Investment Grade means a rating of
Baa3 or better by Moodys (or its equivalent under any
successor rating categories of Moodys); a rating of BBB-
or better by S&P (or its equivalent under any successor
rating categories of S&P); and the equivalent investment
grade credit rating from any additional Rating Agency or Rating
Agencies selected by us.
Rating Agency means each of
Moodys and S&P; provided, that if any of Moodys
or S&P ceases to rate the notes of such series or fails to
make a rating of the notes of such series publicly available for
any reason that is beyond our control, we may select (as
certified by a resolution of our board of directors) a
nationally recognized statistical rating
organization within the meaning of
Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act, as a replacement agency for Moodys
or S&P, or both of them, as the case may be, that is
reasonably acceptable to the trustee under the indenture.
Voting Stock of any specified
person (as that term is used in
Section 13(d)(3) of the Exchange Act) as of any date means
the capital stock of such person that is at the time entitled to
vote generally in the election of the board of directors of such
person.
The Change of Control Repurchase Event feature of the notes of a
series may in certain circumstances make more difficult or
discourage a sale or takeover of us and, thus, the removal of
incumbent management. Subject to the limitations discussed
below, we could, in the future, enter into certain transactions,
including acquisitions, refinancings or other recapitalizations,
that would not constitute a Change of Control Repurchase Event
under the notes, but that could substantially increase the
amount of indebtedness outstanding at such time or otherwise
adversely affect our capital structure or credit ratings on the
notes of such series.
We may not have sufficient funds to repurchase all the notes of
such series upon a Change of Control Repurchase Event. See
Risk Factors.
Book-Entry
Delivery and Settlement
Global
Notes
We will issue the notes of each series in the form of one or
more global notes in definitive, fully registered, book-entry
form. The global notes will be deposited with or on behalf of
The Depository Trust Company (DTC) and
registered in the name of Cede & Co., as nominee of
DTC.
DTC,
Clearstream and Euroclear
Beneficial interests in the global notes will be represented
through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants
in DTC. Investors may hold interests in the global notes through
either DTC (in the United States), Clearstream Banking,
société anonyme, Luxembourg, which we refer to as
Clearstream, or Euroclear Bank S.A./N.V., as operator of the
Euroclear System, which we refer to as Euroclear, in Europe,
either directly if they are participants in such systems or
indirectly through organizations that are participants in such
systems. Clearstream and Euroclear will hold interests on behalf
of their participants through customers securities
accounts in Clearstreams and Euroclears names on the
books of their U.S. depositaries, which in turn will hold
such interests in customers securities accounts in the
U.S. depositaries names on the books of DTC.
S-25
DTC has advised us that:
|
|
|
|
|
DTC is a limited-purpose trust company organized under the New
York Banking Law, a banking organization within the
meaning of the New York Banking Law, a member of the Federal
Reserve System, a clearing corporation within the
meaning of the New York Uniform Commercial Code and a
clearing agency registered under Section 17A of
the Exchange Act;
|
|
|
|
DTC holds securities that its participants deposit with DTC and
facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in
participants accounts, thereby eliminating the need for
physical movement of securities certificates;
|
|
|
|
Direct participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other
organizations, some of whom,
and/or their
representatives, own DTC;
|
|
|
|
DTC is owned by a number of its direct participants and by The
New York Stock Exchange, Inc., NYSE Amex LLC, and the Financial
Industry Regulatory Authority, Inc.;
|
|
|
|
Access to the DTC system is also available to others such as
securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a direct
participant, either directly or indirectly; and
|
|
|
|
The rules applicable to DTC and its direct and indirect
participants are on file with the SEC.
|
Clearstream has advised us that it is incorporated under the
laws of Luxembourg as a professional depositary. Clearstream
holds securities for its customers and facilitates the clearance
and settlement of securities transactions between its customers
through electronic book-entry changes in accounts of its
customers, thereby eliminating the need for physical movement of
certificates. Clearstream provides to its customers, among other
things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities
lending and borrowing. Clearstream interfaces with domestic
markets in several countries. As a professional depositary,
Clearstream is subject to regulation by the Luxembourg
Commission for the Supervision of the Financial Sector.
Clearstream customers are recognized financial institutions
around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and other
organizations and may include the underwriters. Indirect access
to Clearstream is also available to others, such as banks,
brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Clearstream customer
either directly or indirectly.
Euroclear has advised us that it was created in 1968 to hold
securities for participants of Euroclear and to clear and settle
transactions between Euroclear participants through simultaneous
electronic book-entry delivery against payment, thereby
eliminating the need for physical movement of certificates and
any risk from lack of simultaneous transfers of securities and
cash. Euroclear provides various other services, including
securities lending and borrowing and interfaces with domestic
markets in several countries. Euroclear is operated by Euroclear
Bank S.A./N.V., which we refer to as the Euroclear Operator,
under contract with Euroclear plc, a company organized under the
laws of England and Wales, which we refer to as the Cooperative.
All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for Euroclear on
behalf of Euroclear participants. Euroclear participants include
banks (including central banks), securities brokers and dealers,
and other professional financial intermediaries and may include
the underwriters. Indirect access to Euroclear is also available
to other firms that clear through or maintain a custodial
relationship with a Euroclear participant, either directly or
indirectly.
We understand that the Euroclear Operator is licensed by the
Belgian Banking and Finance Commission to carry out banking
activities on a global basis. As a Belgian bank, it is regulated
and examined by the Belgian Banking and Finance Commission.
We have provided the descriptions of the operations and
procedures of DTC, Clearstream and Euroclear in this prospectus
supplement solely as a matter of convenience. These operations
and procedures are solely within the control of those
organizations and are subject to change by them from time to
time. None of us, the
S-26
underwriters nor the trustee takes any responsibility for these
operations or procedures, and you are urged to contact DTC,
Clearstream and Euroclear or their participants directly to
discuss these matters.
We expect that under procedures established by DTC:
|
|
|
|
|
upon deposit of the global notes with DTC or its custodian, DTC
will credit on its internal system the accounts of direct
participants designated by the underwriters with portions of the
principal amounts of the global notes; and
|
|
|
|
ownership of the notes will be shown on, and the transfer of
ownership thereof will be effected only through, records
maintained by DTC or its nominee, with respect to interests of
direct participants, and the records of direct and indirect
participants, with respect to interests of persons other than
participants.
|
The laws of some jurisdictions may require that purchasers of
securities take physical delivery of those securities in
definitive form. Accordingly, the ability to transfer interests
in the notes represented by a global note to those persons may
be limited. In addition, because DTC can act only on behalf of
its participants, who in turn act on behalf of persons who hold
interests through participants, the ability of a person having
an interest in notes represented by a global note to pledge or
transfer those interests to persons or entities that do not
participate in DTCs system, or otherwise to take actions
in respect of such interest, may be affected by the lack of a
physical definitive security in respect of such interest.
So long as DTC or its nominee is the registered owner of a
global note, DTC or that nominee will be considered the sole
owner or holder of the notes represented by that global note for
all purposes under the indenture and under the notes. Except as
provided below, owners of beneficial interests in a global note
will not be entitled to have notes represented by that global
note registered in their names, will not receive or be entitled
to receive physical delivery of certificated notes and will not
be considered the owners or holders thereof under the indenture
or under the notes for any purpose, including with respect to
the giving of any direction, instruction or approval to the
trustee. Accordingly, each holder owning a beneficial interest
in a global note must rely on the procedures of DTC and, if that
holder is not a direct or indirect participant, on the
procedures of the participant through which that holder owns its
interest, to exercise any rights of a holder of notes under the
indenture or a global note.
Neither we nor the trustee will have any responsibility or
liability for any aspect of the records relating to or payments
made on account of notes by DTC, Clearstream or Euroclear, or
for maintaining, supervising or reviewing any records of those
organizations relating to the notes.
Payments on the notes represented by the global notes will be
made to DTC or its nominee, as the case may be, as the
registered owner thereof. We expect that DTC or its nominee,
upon receipt of any payment on the notes represented by a global
note, will credit participants accounts with payments in
amounts proportionate to their respective beneficial interests
in the global note as shown in the records of DTC or its
nominee. We also expect that payments by participants to owners
of beneficial interests in the global note held through such
participants will be governed by standing instructions and
customary practice as is now the case with securities held for
the accounts of customers registered in the names of nominees
for such customers. The participants will be responsible for
those payments.
Distributions on the notes held beneficially through Clearstream
will be credited to cash accounts of its customers in accordance
with its rules and procedures, to the extent received by the
U.S. depositary for Clearstream.
Securities clearance accounts and cash accounts with the
Euroclear Operator are governed by the Terms and Conditions
Governing Use of Euroclear and the related Operating Procedures
of the Euroclear System, and applicable Belgian law
(collectively, the Terms and Conditions). The Terms
and Conditions govern transfers of securities and cash within
Euroclear, withdrawals of securities and cash from Euroclear,
and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible
basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear Operator acts under
the Terms and Conditions only on behalf of Euroclear
participants and has no record of or relationship with persons
holding through Euroclear participants.
S-27
Distributions on the notes held beneficially through Euroclear
will be credited to the cash accounts of its participants in
accordance with the Terms and Conditions, to the extent received
by the U.S. depositary for Euroclear.
Clearance
and Settlement Procedures
Initial settlement for the notes will be made in immediately
available funds. Secondary market trading between DTC
participants will occur in the ordinary way in accordance with
DTC rules and will be settled in immediately available funds.
Secondary market trading between Clearstream customers
and/or
Euroclear participants will occur in the ordinary way in
accordance with the applicable rules and operating procedures of
Clearstream and Euroclear, as applicable, and will be settled
using the procedures applicable to conventional eurobonds in
immediately available funds.
Cross-market transfers between persons holding directly or
indirectly through DTC, on the one hand, and directly or
indirectly through Clearstream customers or Euroclear
participants, on the other, will be effected through DTC in
accordance with DTC rules on behalf of the relevant European
international clearing system by its U.S. depositary;
however, such cross-market transactions will require delivery of
instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its
rules and procedures and within its established deadlines
(European time). The relevant European international clearing
system will, if the transaction meets its settlement
requirements, deliver instructions to the U.S. depositary
to take action to effect final settlement on its behalf by
delivering or receiving the notes in DTC, and making or
receiving payment in accordance with normal procedures for
same-day
funds settlement applicable to DTC. Clearstream customers and
Euroclear participants may not deliver instructions directly to
their U.S. depositaries.
Because of time-zone differences, credits of the notes received
in Clearstream or Euroclear as a result of a transaction with a
DTC participant will be made during subsequent securities
settlement processing and dated the business day following the
DTC settlement date. Such credits or any transactions in the
notes settled during such processing will be reported to the
relevant Clearstream customers or Euroclear participants on such
business day. Cash received in Clearstream or Euroclear as a
result of sales of the notes by or through a Clearstream
customer or a Euroclear participant to a DTC participant will be
received with value on the DTC settlement date but will be
available in the relevant Clearstream or Euroclear cash account
only as of the business day following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the
foregoing procedures to facilitate transfers of the notes among
participants of DTC, Clearstream and Euroclear, they are under
no obligation to perform or continue to perform such procedures
and such procedures may be changed or discontinued at any time.
Certificated
Notes
Individual certificates in respect of the notes will not be
issued in exchange for the global notes, except in very limited
circumstances. We will issue or cause to be issued certificated
notes to each person that DTC identifies as the beneficial owner
of the notes represented by a global note upon surrender by DTC
of the global note if:
|
|
|
|
|
DTC notifies us that it is no longer willing or able to act as a
depositary for such global note or ceases to be a clearing
agency registered under the Exchange Act, and we have not
appointed a successor depositary within 90 days of that
notice or becoming aware that DTC is no longer so registered;
|
|
|
|
an event of default has occurred and is continuing, and DTC
requests the issuance of certificated notes; or
|
|
|
|
we determine not to have the notes of such series represented by
a global note.
|
Neither we, the guarantor, nor the trustee will be liable for
any delay by DTC, its nominee or any direct or indirect
participant in identifying the beneficial owners of the notes.
We, the guarantor and the trustee may conclusively rely on, and
will be protected in relying on, instructions from DTC or its
nominee for all purposes, including with respect to the
registration and delivery, and the respective principal amounts,
of the certificated notes to be issued.
S-28
PRICE
RANGE AND TRADING VOLUMES
The Class A common shares are listed and posted for trading
on the Toronto Stock Exchange (the TSX) under the
symbol TCK.A. The Class B subordinate voting
shares are listed and posted for trading on the TSX and the New
York Stock Exchange under the symbols TCK.B and
TCK, respectively. The following tables set forth
the reported high and low closing sale prices and the aggregate
volume of trading of the Class A common shares and the
Class B subordinate voting shares on the TSX for each of
the 12 months or partial months before the date of this
prospectus supplement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Shares
|
|
Class B Subordinate Voting Shares
|
Date
|
|
High
|
|
Low
|
|
Volume
|
|
Date
|
|
High
|
|
Low
|
|
Volume
|
2010
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
|
June
|
|
$
|
39.01
|
|
|
$
|
32.62
|
|
|
|
58,600
|
|
|
June
|
|
$
|
37.66
|
|
|
$
|
30.43
|
|
|
|
93,986,500
|
|
July
|
|
$
|
38.68
|
|
|
$
|
32.00
|
|
|
|
67,800
|
|
|
July
|
|
$
|
37.43
|
|
|
$
|
30.25
|
|
|
|
78,686,800
|
|
August
|
|
$
|
38.88
|
|
|
$
|
33.06
|
|
|
|
37,300
|
|
|
August
|
|
$
|
37.50
|
|
|
$
|
32.26
|
|
|
|
63,176,800
|
|
September
|
|
$
|
43.24
|
|
|
$
|
37.00
|
|
|
|
48,100
|
|
|
September
|
|
$
|
42.78
|
|
|
$
|
36.31
|
|
|
|
74,888,400
|
|
October
|
|
$
|
47.00
|
|
|
$
|
42.65
|
|
|
|
58,700
|
|
|
October
|
|
$
|
46.60
|
|
|
$
|
42.11
|
|
|
|
68,144,300
|
|
November
|
|
$
|
51.50
|
|
|
$
|
45.85
|
|
|
|
68,000
|
|
|
November
|
|
$
|
51.38
|
|
|
$
|
45.06
|
|
|
|
58,922,400
|
|
December
|
|
$
|
62.21
|
|
|
$
|
52.52
|
|
|
|
51,800
|
|
|
December
|
|
$
|
62.00
|
|
|
$
|
51.53
|
|
|
|
43,570,900
|
|
2011
|
|
|
|
|
|
|
|
2011
|
|
|
|
|
|
|
|
January
|
|
$
|
65.31
|
|
|
$
|
58.70
|
|
|
|
106,800
|
|
|
January
|
|
$
|
64.62
|
|
|
$
|
57.83
|
|
|
|
59,798,000
|
|
February
|
|
$
|
64.55
|
|
|
$
|
51.75
|
|
|
|
104,200
|
|
|
February
|
|
$
|
64.10
|
|
|
$
|
51.47
|
|
|
|
62,186,400
|
|
March
|
|
$
|
55.85
|
|
|
$
|
48.50
|
|
|
|
100,700
|
|
|
March
|
|
$
|
55.52
|
|
|
$
|
47.50
|
|
|
|
69,400,000
|
|
April
|
|
$
|
57.80
|
|
|
$
|
49.00
|
|
|
|
64,800
|
|
|
April
|
|
$
|
57.35
|
|
|
$
|
47.84
|
|
|
|
57,669,100
|
|
May
|
|
$
|
53.37
|
|
|
$
|
45.15
|
|
|
|
94,300
|
|
|
May
|
|
$
|
53.11
|
|
|
$
|
44.05
|
|
|
|
63,836,500
|
|
June 1 29
|
|
$
|
51.63
|
|
|
$
|
43.00
|
|
|
|
51,485
|
|
|
June 1 29
|
|
$
|
50.99
|
|
|
$
|
41.96
|
|
|
|
69,542,946
|
|
S-29
CERTAIN
INCOME TAX CONSIDERATIONS
Certain
United States Federal Income Tax Considerations
The following is a general summary of certain material United
States federal income tax consequences of the acquisition,
ownership and disposition of notes by United States Holders, as
defined below, who purchase notes offered hereby at the price
indicated on the cover of this prospectus supplement. This
discussion is based on existing provisions of the United States
Internal Revenue Code of 1986, as amended (the
Code), final and temporary Treasury Regulations
promulgated thereunder, administrative pronouncements or
practice, judicial decisions, and interpretations of the
foregoing, all as of the date of this offering. Future
legislative, judicial or administrative modifications,
revocations or interpretations, which may or may not be
retroactive, may result in United States federal income tax
consequences significantly different from those discussed
herein. This discussion is not binding on the United States
Internal Revenue Service (the IRS). No ruling has
been or will be sought or obtained from the IRS with respect to
any of the United States federal income tax consequences
discussed herein. There can be no assurance that the IRS will
not challenge any of the conclusions described herein or that a
United States court will not sustain such challenge.
As used herein, a United States Holder is any
beneficial owner of a note that is (i) a citizen or
individual resident of the United States; (ii) a
corporation, or other entity taxable as a corporation for United
States federal income tax purposes, created or organized in or
under the laws of the United States or any of its political
subdivisions; (iii) an estate the income of which is
subject to United States federal income taxation regardless of
its source; or (iv) a trust if (a) a court within the
United States is able to exercise primary supervision over the
administration of the trust and one or more United States
persons have the authority to control all substantial decisions
of the trust, or (b) the trust has a valid election in
effect under applicable Treasury Regulations to be treated as a
United States person. If a pass-through entity, including a
partnership or other entity taxable as a partnership for United
States federal income tax purposes, holds a note, the United
States federal income tax treatment of an owner or partner
generally will depend upon the status of such owner or partner
and upon the activities of the pass-through entity. You are
urged to consult your own tax advisor if you are a United States
person and an owner or partner of a pass-through entity holding
a note.
This discussion does not address any United States federal
alternative minimum tax, United States federal estate, gift, or
other non-income tax; or state, local or
non-United
States tax consequences of the acquisition, ownership and
disposition of a note. In addition, this discussion does not
address the United States federal income tax consequences to
certain categories of United States Holders subject to special
rules, including United States Holders that are (i) banks,
financial institutions or insurance companies;
(ii) regulated investment companies or real estate
investment trusts; (iii) brokers or dealers in securities
or currencies or traders in securities that elect to use a
mark-to-market
method of accounting; (iv) tax-exempt organizations,
qualified retirement plans, individual retirement accounts or
other tax-deferred accounts; (v) holders that hold a note
as part of a hedge, straddle, conversion transaction or a
synthetic security or other integrated transaction;
(vi) holders that have a functional currency
other than the United States dollar; and (vii) United
States expatriates.
This discussion assumes that a note is held as a capital asset,
within the meaning of Section 1221 of the Code.
YOU SHOULD CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE
APPLICATION OF THE UNITED STATES FEDERAL TAX LAWS TO YOUR
PARTICULAR CIRCUMSTANCES AS WELL AS ANY TAX CONSEQUENCES ARISING
UNDER THE LAWS OF ANY STATE, LOCAL,
NON-UNITED
STATES OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX
TREATY.
Notes
Subject to Contingency
We will be required to make an offer to repurchase all of the
notes at a price equal to 101% of their principal amount plus
accrued an unpaid interest upon the occurrence of a Change of
Control Repurchase Event. See Description of
Notes Change of Control Repurchase Event. It
is possible that our offer to repurchase the notes at a premium
could implicate the provisions of Treasury Regulations relating
to contingent payment debt instruments. If the notes
were characterized as contingent payment debt
S-30
instruments, you might, among other things, be required to
accrue interest income in different amounts and at different
times than the stated interest on the notes and to treat any
gain recognized on the sale or other disposition of a note as
ordinary income rather than as capital gain.
We intend to take the position that the likelihood of such
repurchase of the notes at a premium is remote, and thus, that
the notes should not be treated as contingent payment debt
instruments. Our determination that such a contingency is remote
is binding on you unless you disclose your contrary position in
the manner required by applicable Treasury Regulations. Our
determination, however, is not binding on the IRS, and the IRS
could challenge this determination.
The remainder of this disclosure assumes that our determination
that such a contingency is remote is correct. The Treasury
Regulations applicable to contingent payment debt instruments
have not been the subject of authoritative interpretation,
however, and the scope of the Treasury Regulations is not
certain. You are urged to consult your tax advisor regarding the
possible application of the special rules related to contingent
payment debt instruments.
Payments
of Interest
You will be taxed on interest on your note as ordinary income at
the time you receive the interest or when the interest accrues,
depending on your method of accounting for United States federal
income tax purposes. Interest paid on the notes is income from
sources outside the United States for purposes of computing the
foreign tax credit allowable to a United States Holder. Interest
income on a note generally will be considered either
passive category income or general category
income for United States foreign tax credit purposes. The
rules governing the foreign tax credit are complex, and you
should consult your tax advisor regarding the availability of
the credit under your particular circumstances.
Original
Issue Discount
It is not expected that the 2017 notes, the 2022 notes
or the 2041 notes will be issued with original issue
discount (OID). If, however, your 2017 notes,
2022 notes or 2041 notes were issued with more than a
de minimis amount of OID, then such OID would be treated, for
United States federal income tax purposes, as accruing over the
2017 notes, the 2022 notes or the
2041 notes term on a constant yield basis as interest
income. Your adjusted tax basis in a 2017 note, a
2022 note or a 2041 note would be increased by the
amount of any OID included in your gross income. In compliance
with Treasury Regulations, if we determine that the
2017 notes, the 2022 notes or the 2041 notes have
OID, we will provide certain information to the IRS
and/or you
that is relevant to determining the amount of OID in each
accrual period.
Sale,
Exchange and Retirement of the Notes
Your tax basis in your note generally will be its cost. You will
generally recognize a capital gain or loss on the sale, exchange
or retirement of your note equal to the difference between the
amount you realize on the sale, exchange or retirement,
excluding any amounts attributable to accrued but unpaid
interest (which will generally be taxed as interest) and your
adjusted tax basis in your note. Such gain or loss generally
will constitute long-term capital gain or loss if you held the
note for more than one year and otherwise will be short-term
capital gain or loss. Under current law, net long-term capital
gains of non-corporate United States Holders (including
individuals) are, under some circumstances, taxed at lower rates
than items of ordinary income. The deductibility of capital
losses is subject to limitations. Any such gain or loss will be
treated as United States source income or loss, unless it is
attributable to an office or other fixed place of business
outside of the United States and certain other conditions are
met.
Information
Reporting and Backup Withholding
Payments of interest on a note made within the United States
(including payments made by wire transfer from outside the
United States to an account you maintain in the United States)
and a payment of the proceeds from the sale or other taxable
disposition of a note effected at a United States office of a
broker generally will be subject to information reporting unless
you are a corporation or other exempt recipient. Backup
withholding, currently at the rate of 28%, will generally apply
if you (a) fail to furnish your correct taxpayer
identification number (generally on an IRS
Form W-9),
(b) furnish an incorrect taxpayer identification number,
S-31
(c) are notified by the IRS that you have previously failed
to report properly items subject to backup withholding, or
(d) fail to certify, under penalty of perjury, that you
have furnished your correct taxpayer identification number and
that the IRS has not notified you that you are subject to backup
withholding.
Backup withholding is not an additional United States federal
income tax. Any amounts withheld under the United States backup
withholding rules will be allowed as a credit against your
United States federal income tax liability, if any, or will be
refunded to the extent it exceeds such liability, if you furnish
required information to the IRS in a timely manner.
For taxable years beginning after March 18, 2010, certain
United States Holders who are individuals that hold certain
foreign financial assets (which may include the notes) are
required to report information relating to such assets, subject
to certain exceptions. You should consult your own tax advisors
regarding the effect, if any, of this requirement on your
ownership and disposition of notes.
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE
IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE
APPLICABLE DEPENDING UPON YOUR PARTICULAR SITUATION. YOU SHOULD
CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES TO YOU OF THE ACQUISITION, OWNERSHIP AND
DISPOSITION OF THE NOTES INCLUDING THE TAX CONSEQUENCES
UNDER STATE, LOCAL,
NON-UNITED
STATES AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN
UNITED STATES OR OTHER TAX LAWS.
Certain
Canadian Federal Income Tax Considerations
In the opinion of McMillan LLP, our Canadian counsel, the
following is, as of the date hereof, a summary of the principal
Canadian federal income tax considerations generally applicable
to a holder who acquires notes, as beneficial owner, pursuant to
this offering and who, at all relevant times, for the purposes
of the Income Tax Act (Canada) (the Canadian Tax
Act) and any applicable income tax treaty or convention
(i) is not resident or deemed to be resident in Canada,
(ii) deals at arms length with Teck and the
Guarantor, any successor to either Teck or the Guarantor, and
with any transferees resident in Canada to whom the holder
disposes of notes, (iii) does not use or hold, and is not
deemed to use or hold, notes in connection with a trade or
business carried on, or deemed to be carried on, in Canada, and
(iv) is not an insurer carrying on an insurance business in
Canada and elsewhere (each, a Holder).
This summary is based upon the current provisions of the
Canadian Tax Act and regulations thereunder and on
counsels understanding of the current published
administrative and assessing practices and policies of the
Canada Revenue Agency. This summary takes into account all
specific proposals to amend the Canadian Tax Act and the
regulations thereunder publicly announced by or on behalf of the
Minister of Finance prior to the date hereof (the Proposed
Amendments). This summary is not exhaustive of all
Canadian federal income tax considerations and, except as
mentioned above, does not take into account or anticipate
possible changes in the law or in administrative or assessing
practices and policies whether by legislative, regulatory,
administrative or judicial action. This summary does not take
into account foreign (i.e. non-Canadian) tax considerations or
Canadian provincial or territorial tax considerations which may
vary from the Canadian federal income tax considerations
described herein. No assurance can be given that the Proposed
Amendments will be enacted as proposed or at all.
Under the Canadian Tax Act, interest, principal and premium, if
any, paid or credited, or deemed to be paid or credited to a
Holder on the notes will be exempt from Canadian withholding
tax. No other taxes on income (including taxable capital gains)
will be payable under the Canadian Tax Act in respect of the
acquisition, holding, redemption or disposition of the notes, or
the receipt of interest, premium or principal thereon by a
Holder solely as a consequence of such acquisition, holding,
redemption or disposition of the notes.
Each of the summaries under this section Certain Income
Tax Considerations is of a general nature only and is not
intended to be, and should not be construed to be, legal or tax
advice to any particular holder and no representation is made
with respect to the United States federal tax consequences or
Canadian federal tax consequences to any particular holder.
Accordingly, prospective purchasers should consult their own tax
advisors with respect to the United States federal tax
consequences or Canadian federal tax considerations relevant to
them, having regard to their particular circumstances.
S-32
UNDERWRITING
Citigroup Global Markets Inc., J.P. Morgan Securities LLC,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Goldman, Sachs & Co. and RBC Capital Markets, LLC are
acting as representatives of the underwriters named below.
Subject to the terms and conditions stated in the underwriting
agreement among us and the underwriters dated the date of this
prospectus supplement, we have agreed to sell to the
underwriters, and each of the underwriters named below has
agreed, severally and not jointly, to purchase from us the
principal amount of notes set forth opposite the
underwriters name.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount
|
|
|
Principal Amount
|
|
|
Principal Amount
|
|
Underwriter
|
|
of 2017 notes
|
|
|
of 2022 notes
|
|
|
of 2041 notes
|
|
|
Citigroup Global Markets Inc.
|
|
$
|
60,000,000
|
|
|
$
|
140,000,000
|
|
|
$
|
200,000,000
|
|
J.P. Morgan Securities LLC
|
|
|
57,000,000
|
|
|
|
133,000,000
|
|
|
|
190,000,000
|
|
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
|
|
|
57,000,000
|
|
|
|
133,000,000
|
|
|
|
190,000,000
|
|
Goldman, Sachs & Co.
|
|
|
21,000,000
|
|
|
|
49,000,000
|
|
|
|
70,000,000
|
|
RBC Capital Markets, LLC
|
|
|
21,000,000
|
|
|
|
49,000,000
|
|
|
|
70,000,000
|
|
CIBC World Markets Corp.
|
|
|
12,000,000
|
|
|
|
28,000,000
|
|
|
|
40,000,000
|
|
Morgan Stanley & Co. LLC
|
|
|
12,000,000
|
|
|
|
28,000,000
|
|
|
|
40,000,000
|
|
RBS Securities Inc.
|
|
|
12,000,000
|
|
|
|
28,000,000
|
|
|
|
40,000,000
|
|
UBS Securities LLC
|
|
|
12,000,000
|
|
|
|
28,000,000
|
|
|
|
40,000,000
|
|
Barclays Capital Inc.
|
|
|
6,000,000
|
|
|
|
14,000,000
|
|
|
|
20,000,000
|
|
BNP Paribas Securities Corp.
|
|
|
6,000,000
|
|
|
|
14,000,000
|
|
|
|
20,000,000
|
|
Deutsche Bank Securities Inc.
|
|
|
6,000,000
|
|
|
|
14,000,000
|
|
|
|
20,000,000
|
|
HSBC Securities (USA) Inc.
|
|
|
6,000,000
|
|
|
|
14,000,000
|
|
|
|
20,000,000
|
|
Mizuho Securities USA Inc.
|
|
|
6,000,000
|
|
|
|
14,000,000
|
|
|
|
20,000,000
|
|
Scotia Capital (USA) Inc.
|
|
|
6,000,000
|
|
|
|
14,000,000
|
|
|
|
20,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
300,000,000
|
|
|
$
|
700,000,000
|
|
|
$
|
1,000,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subject to the terms and conditions set forth in the
underwriting agreement, the underwriters have agreed, severally
and not jointly, to purchase all of the notes sold under the
underwriting agreement if any of these notes are purchased. If
an underwriter defaults, the underwriting agreement provides
that the purchase commitments of the non-defaulting underwriters
may be increased or the underwriting agreement may be
terminated. The underwriting agreement may be terminated at the
discretion of the underwriters on the basis of their assessment
of the financial markets and may also be terminated upon the
occurrence of certain stated events.
We have agreed to indemnify the several underwriters and their
controlling persons against certain liabilities in connection
with this offering, including liabilities under the Securities
Act, or to contribute to payments the underwriters may be
required to make because of any of those liabilities.
The underwriters are offering the notes, subject to prior sale,
when, as and if issued to and accepted by them, subject to
approval of legal matters by their counsel, including the
validity of the notes, and other conditions contained in the
underwriting agreement, such as the receipt by the underwriters
of officers certificates and legal opinions. The
underwriters reserve the right to withdraw, cancel or modify
offers to the public and reject orders in whole or in part.
The notes have not been and will not be qualified for sale under
the securities laws of Canada or any province or territory of
Canada other than the Province of British Columbia. The notes
will only be sold, directly or indirectly, in Canada or to or
for the benefit of any resident thereof, pursuant to exemptions
from the prospectus requirements of Canadian securities laws,
and only by securities dealers registered in the applicable
province or territory or pursuant to exemptions from the
registered dealer requirements.
S-33
Fees and
Discounts
The representatives have advised us that the underwriters
propose initially to offer some of the notes directly to the
public at the public offering prices set forth on the cover page
of this prospectus supplement and to certain dealers at such
prices less a concession not in excess of 0.35% of the principal
amount of the 2017 notes, 0.40% of the principal amount of
the 2022 notes and 0.50% of the principal amount of the
2041 notes. The underwriters may allow, and dealers may
reallow, a concession not in excess of 0.20% of the principal
amount of the 2017 notes, 0.25% of the principal amount of
the 2022 notes and 0.30% of the principal amount of the
2041 notes on sales to other dealers. After the initial
offering, the public offering prices, concessions or any other
terms of the offering may be changed.
The expenses of this offering, not including underwriting fees,
are estimated at approximately US$1 million and are payable
by us.
The following table shows the underwriting fees that we are to
pay to the underwriters in connection with this offering
(expressed as a percentage of the principal amount of the notes).
|
|
|
|
|
|
|
Paid by
|
|
|
|
Teck Resources Limited
|
|
|
Per 2017 Note
|
|
|
0.600
|
%
|
Per 2022 Note
|
|
|
0.650
|
%
|
Per 2041 Note
|
|
|
0.875
|
%
|
Trading
Market
The 2017 notes, the 2022 notes and the 2041 notes
are each a new issue of securities with no established trading
market. We do not intend to apply for listing of any series of
notes on any national securities exchange or for inclusion of
any series of notes on any automated dealer quotation system.
The underwriters are under no obligation to make a market in any
series of notes and may discontinue any market-making activities
at any time without any notice. We cannot assure the liquidity
of the trading market for any series of notes or that an active
public market for any series of notes will develop. If an active
public trading market for any series of notes does not develop,
the market price and liquidity of the applicable series of notes
may be adversely affected. If any series of notes are traded,
they may trade at a discount from their initial offering price,
depending on prevailing interest rates, the market for similar
securities, our operating performance and financial condition,
general economic conditions and other factors.
Short
Positions
In connection with the offering, the underwriters may purchase
and sell any series of notes in the open market. These
transactions may include short sales and purchases on the open
market to cover positions created by short sales. Short sales
involve the sale by the underwriters of a greater principal
amount of notes than they are required to purchase in the
offering. The underwriters must close out any short position by
purchasing notes in the open market. A short position is more
likely to be created if the underwriters are concerned that
there may be downward pressure on the price of the notes in the
open market after pricing that could adversely affect investors
who purchase in the offering.
Similar to other purchase transactions, the underwriters
purchases to cover the syndicate short sales may have the effect
of raising or maintaining the market price of any series of
notes or preventing or retarding a decline in the market price
of any series of notes. As a result, the price of any series of
notes may be higher than the price that might otherwise exist in
the open market.
Neither we nor any of the underwriters make any representation
or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of
any series of notes. Any of these activities may have the effect
of preventing or retarding a decline in the market prices of the
notes. They may also cause the prices of any series of notes to
be higher than the prices that otherwise would exist in the open
market in the absence of these transactions. The underwriters
may conduct these transactions in the
over-the-counter
market or otherwise. In addition, neither we nor any of the
underwriters make any representation that the representatives
will engage in these transactions or that these transactions,
once commenced, will not be discontinued without notice.
S-34
Penalty
Bids
The underwriters also may impose a penalty bid. Penalty bids
permit the underwriters to reclaim a selling concession from a
syndicate member when Citigroup Global Markets Inc.,
J.P. Morgan Securities LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Goldman, Sachs & Co.
and RBC Capital Markets, LLC in covering syndicate short
positions or making stabilizing purchases, repurchases notes
originally sold by that syndicate member.
Conflict
of Interest
The underwriters and their respective affiliates are full
service financial institutions engaged in various activities,
which may include securities trading, commercial and investment
banking, financial advisory, investment management, investment
research, principal investment, hedging, financing and brokerage
activities. Certain of the underwriters and their affiliates
have provided in the past to us and our affiliates and may
provide from time to time in the future certain commercial
banking, financial advisory, investment banking and other
services for us and such affiliates in the ordinary course of
their business, for which they have received and may continue to
receive customary fees and commissions. In addition, from time
to time, certain of the underwriters and their affiliates may
effect transactions for their own account or the account of
customers, and hold on behalf of themselves or their customers,
long or short positions in our debt or equity securities or
loans, and may do so in the future. In the ordinary course of
their various business activities, the underwriters and their
respective affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments
(including bank loans) for their own account and for the
accounts of their customers, and such investment and securities
activities may involve our securities
and/or
instruments. If the underwriters or their affiliates have a
lending relationship with us, they routinely hedge their credit
exposure to us consistent with their customary risk management
policies. Typically, the underwriters and their affiliates would
hedge such exposure by entering into transactions, which consist
of either the purchase of credit default swaps or the creation
of short positions in our securities, including potentially the
notes offered hereby. Any such short positions could adversely
affect future trading prices of the notes offered hereby. The
underwriters and their respective affiliates may also make
investment recommendations
and/or
publish or express independent research views in respect of such
securities or instruments and may at any time hold, or recommend
to clients that they acquire, long
and/or short
positions in such securities and instruments.
Affiliates of each of the underwriters are lenders under our
credit facilities or are parties to whom we have guaranteed
payment of certain indebtedness. We may be considered to be a
connected issuer of each such underwriter within the meaning of
applicable Canadian securities legislation. At March 31,
2011, approximately $352 million was outstanding under
letters of credit or credit facilities with lenders who are
affiliates of the underwriters. The maximum commitment from the
affiliates of such underwriters under our credit facilities is
approximately $1,164 million. We are in compliance in all
material respects with the terms of all of the agreements which
govern such credit facilities. The decision to distribute the
notes, including the terms of this offering, was made through
negotiations between us and the underwriters. The net proceeds
to us from this offering may, from time to time, be used to
reduce any indebtedness incurred from time to time under our
credit facilities.
Notice to
Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a
Relevant Member State), with effect from and
including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the Relevant
Implementation Date) each underwriter has not made and
will not make an offer of notes which are the subject of the
offering contemplated by this prospectus supplement to the
public in that Relevant Member State other than:
(a) to any legal entity which is a qualified investor as
defined in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has
implemented the relevant provision of the 2010 PD Amending
Directive, 150, natural or legal persons (other than qualified
investors as defined in the Prospectus Directive), as permitted
under the Prospectus Directive, subject to obtaining the prior
consent of the relevant underwriter or underwriters nominated by
Teck for any such offer; or
S-35
(c) in any other circumstances falling within
Article 3(2) of the Prospectus Directive,
provided that no such offer of notes shall require Teck or any
underwriter to publish a prospectus pursuant to Article 3
of the Prospectus Directive or supplement a prospectus pursuant
to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an
offer of notes to the public in relation to
any notes in any Relevant Member State means the communication
in any form and by any means of sufficient information on the
terms of the offer and the notes to be offered so as to enable
an investor to decide to purchase or subscribe for the notes, as
the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State, the
expression Prospectus Directive means
Directive 2003/71/EC (and amendments thereto, including the 2010
PD Amending Directive, to the extent implemented in the Relevant
Member State), and includes any relevant implementing measure in
the Relevant Member State and the expression 2010 PD
Amending Directive means Directive 2010/73/EU.
Any person making or intending to make any offer of notes within
the EEA should only do so in circumstances in which no
obligation arises for us or any of the underwriters to produce a
prospectus for such offer. Neither we nor the underwriters have
authorized, nor do they authorize, the making of any offer of
notes through any financial intermediary, other than offers made
by the underwriters which constitute the final offering of notes
contemplated in this prospectus supplement.
In addition, in the United Kingdom, this document is being
distributed only to, and is directed only at, and any offer
subsequently made may only be directed at persons who are
qualified investors (as defined in the Prospectus
Directive) (i) who have professional experience in matters
relating to investments falling within Article 19
(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the
Order)
and/or
(ii) who are high net worth companies (or persons to whom
it may otherwise be lawfully communicated) falling within
Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as relevant persons).
This document must not be acted on or relied on in the United
Kingdom by persons who are not relevant persons. In the United
Kingdom, any investment or investment activity to which this
document relates is only available to, and will be engaged in
with, relevant persons.
The offer in The Netherlands of the notes included in this
offering is exclusively limited to persons who trade or invest
in securities in the conduct of a profession or business (which
include banks, stockbrokers, insurance companies, pension funds,
other institutional investors and finance companies and treasury
departments of large enterprises).
Notice to
Prospective Investors in Hong Kong
The securities may not be offered or sold by means of any
document other than (i) in circumstances which do not
constitute an offer to the public within the meaning of the
Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to
professional investors within the meaning of the
Securities and Futures Ordinance (Cap.571, Laws of Hong Kong)
and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a
prospectus within the meaning of the Companies
Ordinance (Cap.32, Laws of Hong Kong), and no advertisement,
invitation or document relating to the securities may be issued
or may be in the possession of any person for the purpose of
issue (in each case whether in Hong Kong or elsewhere), which is
directed at, or the contents of which are likely to be accessed
or read by, the public in Hong Kong (except if permitted to do
so under the laws of Hong Kong) other than with respect to
securities which are or are intended to be disposed of only to
persons outside Hong Kong or only to professional
investors within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made
thereunder.
Notice to
Prospective Investors in Singapore
This prospectus supplement and the accompanying prospectus have
not been registered as a prospectus with the Monetary Authority
of Singapore. Accordingly, this prospectus supplement, the
accompanying prospectus and any other document or material in
connection with the offer or sale, or invitation for
subscription or purchase, of the securities may not be
circulated or distributed, nor may the securities be offered or
sold, or be made the subject of an invitation for subscription
or purchase, whether directly or
S-36
indirectly, to persons in Singapore other than (i) to an
institutional investor under Section 274 of the Securities
and Futures Act, Chapter 289 of Singapore (the
SFA), (ii) to a relevant person, or any person
pursuant to Section 275(1A), and in accordance with the
conditions, specified in Section 275 of the SFA or
(iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where the securities are subscribed or purchased under
Section 275 by a relevant person which is: (a) a
corporation (which is not an accredited investor) the sole
business of which is to hold investments and the entire share
capital of which is owned by one or more individuals, each of
whom is an accredited investor; or (b) a trust (where the
trustee is not an accredited investor) whose sole purpose is to
hold investments and each beneficiary is an accredited investor,
shares, debentures and units of shares and debentures of that
corporation or the beneficiaries rights and interest in
that trust shall not be transferable for 6 months after
that corporation or that trust has acquired the securities under
Section 275 except: (1) to an institutional investor
under Section 274 of the SFA or to a relevant person, or
any person pursuant to Section 275(1A), and in accordance
with the conditions, specified in Section 275 of the SFA;
(2) where no consideration is given for the transfer; or
(3) by operation of law.
Notice to
Prospective Investors in Japan
The securities have not been and will not be registered under
the Financial Instruments and Exchange Law of Japan (the
Financial Instruments and Exchange Law) and each underwriter
will not offer or sell any securities, directly or indirectly,
in Japan or to, or for the benefit of, any resident of Japan
(which term as used herein means any person resident in Japan,
including any corporation or other entity organized under the
laws of Japan), or to others for re-offering or resale, directly
or indirectly, in Japan or to a resident of Japan, except
pursuant to an exemption from the registration requirements of,
and otherwise in compliance with, the Financial Instruments and
Exchange Law and any other applicable laws, regulations and
ministerial guidelines of Japan.
S-37
LEGAL
MATTERS
The validity of the notes will be passed upon on our behalf by
McMillan LLP, Toronto and Vancouver, Canada, and Paul, Weiss,
Rifkind, Wharton & Garrison LLP, New York, New York.
The underwriters will be represented by Shearman &
Sterling LLP, Toronto, Canada, with respect to U.S. legal
matters, and Blake, Cassels & Graydon LLP, Canada,
with respect to Canadian legal matters. As to all matters of
Canadian federal and British Columbia law, Paul, Weiss, Rifkind,
Wharton & Garrison LLP may rely upon the opinion of
McMillan LLP. As to all matters of U.S. federal and New
York law, McMillan LLP may rely on the opinion of Paul, Weiss,
Rifkind, Wharton & Garrison LLP.
EXPERTS
Our auditors, PricewaterhouseCoopers LLP, Chartered Accountants,
have prepared an opinion with respect to our consolidated
financial statements as at and for the year ended
December 31, 2010, which consolidated financial statements
and opinion have been incorporated by reference herein.
PricewaterhouseCoopers LLP is independent in accordance with the
rules of professional conduct of the Institute of Chartered
Accountants of British Columbia.
Each of Paul C. Bankes, P.Geo., Don Mills, P.Geol., Ross
Pritchard, P.Eng. and Luiz Lozada, MAusIMM, has acted as a
Qualified Person in connection with the estimates of mineral
reserves and resources presented in Tecks Annual
Information Form dated March 15, 2011 for the year ended
December 31, 2010, which has been incorporated by reference
herein. Mr. Bankes is our employee. Messrs. Mills and
Pritchard are employees of Teck Coal Partnership, which is
directly and indirectly wholly-owned by Teck. Mr. Lozada is
an employee of Compañía Minera Antamina S.A., in which
we hold a 22.5% share interest. GLJ Petroleum Consultants Ltd.
has acted as an independent qualified reserves evaluator in
connection with our interest in the Fort Hills oil sands
project and Sproule Unconventional Limited has acted as an
independent reserves evaluator in connection with our interest
in the Frontier and Equinox oil sands projects.
Messrs. Bankes, Mills and Pritchard, Lozada and designated
professionals of GLJ Petroleum Consultants Ltd. and Sproule
Unconventional Limited hold beneficially, directly or
indirectly, less than 1% of any class of our securities.
The partners and associates of McMillan LLP, as a group, hold
beneficially, directly or indirectly, less than 1% of any class
of our securities.
S-38
AUDITORS
CONSENT
We have read the prospectus supplement dated June 29, 2011
to the short form prospectus dated June 7, 2010
(collectively, the prospectus) relating to the offer
and sale of US$300,000,000 of 3.15% notes due 2017,
US$700,000,000 of 4.75% notes due 2022 and US$1,000,000,000 of
6.25% notes due 2041 by Teck Resources Limited (the
company). We have complied with Canadian generally
accepted standards for an auditors involvement with
offering documents.
We consent to the incorporation by reference in the
above-mentioned prospectus of our report to the shareholders of
the company with respect to the consolidated balance sheets of
the company as at December 31, 2010 and December 31,
2009 and the related consolidated statements of earnings,
comprehensive earnings, shareholders equity and cash flows
for each of the years in the three-year period ended
December 31, 2010 and the effectiveness of internal control
over financial reporting as at December 31, 2010. Our
report to the shareholders is dated February 22, 2011.
(signed) PricewaterhouseCoopers LLP
Chartered Accountants
Vancouver, Canada
June 29, 2011
S-39
Base
Shelf Prospectus
This short form prospectus is
referred to as a short form base shelf prospectus and has been
filed under legislation in the Province of British Columbia that
permits certain information about these securities to be
determined after this prospectus has become final and that
permits the omission from this prospectus of that information.
The legislation requires the delivery to purchasers of a
prospectus supplement containing the omitted information within
a specified period of time after agreeing to purchase any of
these securities.
This short form prospectus constitutes a public offering
of these securities only in those jurisdictions where they may
be lawfully offered for sale and therein only by persons
permitted to sell such securities. No securities regulatory
authority has expressed an opinion about these securities and it
is an offence to claim otherwise. Information has been
incorporated by reference in this short form prospectus from
documents filed with securities commissions or similar
authorities in Canada. Copies of the documents incorporated
herein by reference may be obtained on request without charge
from Karen L. Dunfee, Corporate Secretary of Teck
Resources Limited at Suite 3300, 550 Burrard Street,
Vancouver, British Columbia, Canada V6C 0B3 (telephone:
604-699-4000)
and are also available electronically at www.sedar.com.
Short Form Prospectus
TECK RESOURCES
LIMITED
US$6,000,000,000
Debt Securities
We may from time to time offer up to an aggregate principal
amount of US$6,000,000,000 (or the equivalent in other
currencies) of debt securities during the 25 month period
that this short form prospectus (this prospectus),
including any amendments hereto, remains valid. The debt
securities may be offered separately or together, in one or more
series, in amounts, at prices and on other terms to be
determined based on market conditions at the time of issuance
and set forth in an accompanying prospectus supplement.
We will provide the specific terms of the debt securities in
respect of which this prospectus is being delivered (the
offered debt securities) and all information omitted
from this prospectus in supplements to this prospectus that will
be delivered to purchasers together with this prospectus. You
should read this prospectus and any applicable prospectus
supplement carefully before you invest.
Neither the United States Securities and Exchange Commission
nor any state securities regulator has approved or disapproved
these debt securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
We are permitted, under a multijurisdictional disclosure
system adopted by the United States and Canada, to prepare this
prospectus in accordance with Canadian disclosure requirements,
which are different from United States disclosure requirements.
We prepare our financial statements, which are incorporated by
reference herein, in Canadian dollars and in accordance with
Canadian generally accepted accounting principles, and they are
subject to Canadian auditing and auditor independence standards.
As a result, they may not be comparable to financial statements
of United States companies.
Owning the offered debt securities may subject you to tax
consequences both in the United States and Canada. This
prospectus or any applicable prospectus supplement may not
describe these tax consequences fully. You should read the tax
discussion in any applicable prospectus supplement and should
consult with your own tax advisor with respect to your own
particular circumstances.
Your ability to enforce civil liabilities under the United
States federal securities laws may be affected adversely because
we are incorporated in Canada, most of our officers and
directors and some of the experts named in this prospectus are
not residents of the United States, and many of our assets and
all or a substantial portion of the assets of such persons are
located outside of the United States.
We may sell the offered debt securities to or through
underwriters or dealers, and also may sell such offered debt
securities to one or more other purchasers directly or through
agents. In addition, we may issue the offered debt securities
pursuant to one or more exchange offers for our previously
issued debt securities. See Plan of
Distribution. A prospectus supplement will set forth
the names of any underwriters, dealers or agents involved in the
offering of any offered debt securities and will set forth the
terms of the offering of the offered debt securities, including,
to the extent applicable, the proceeds to us, the principal
amounts, if any, to be purchased by underwriters, the
underwriting discounts or commissions, and any other discounts
or concessions to be allowed or reallowed to dealers.
We have filed an undertaking with the British Columbia
Securities Commission that we will not distribute in the local
jurisdiction under this prospectus specified derivatives that,
at the time of distribution, are novel without pre-clearing with
the British Columbia Securities Commission the disclosure to be
contained in the prospectus supplement pertaining to the
distribution of such securities.
Our head and registered office is located at Suite 3300,
550 Burrard Street, Vancouver, British Columbia, Canada
V6C 0B3.
TABLE OF
CONTENTS
|
|
|
|
|
|
|
|
3
|
|
|
|
|
3
|
|
|
|
|
5
|
|
|
|
|
7
|
|
|
|
|
15
|
|
|
|
|
15
|
|
|
|
|
16
|
|
|
|
|
16
|
|
|
|
|
16
|
|
|
|
|
17
|
|
|
|
|
29
|
|
|
|
|
29
|
|
|
|
|
29
|
|
|
|
|
30
|
|
|
|
|
30
|
|
|
|
|
31
|
|
|
|
|
32
|
|
2
Except as set forth under Description of Debt
Securities, and unless the context otherwise requires,
all references in this prospectus to we,
us and our refer to Teck
Resources Limited and its subsidiaries and joint ventures, and
all references in this prospectus to Teck refer to
Teck Resources Limited.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement on
Form F-9
relating to the debt securities that we have filed with the
United States Securities and Exchange Commission (the
SEC). Under the registration statement, we may, from
time to time, offer any combination of the debt securities
described in this prospectus in one or more offerings of up to
an aggregate principal amount of US$6,000,000,000 (or the
equivalent in other currencies). This prospectus provides you
with a general description of the debt securities that we may
offer. Each time we offer debt securities under the registration
statement, we will provide a prospectus supplement that will
contain specific information about the terms of that offering of
offered debt securities. The prospectus supplement may also add,
update or change information contained in this prospectus.
Before you invest, you should read both this prospectus and any
applicable prospectus supplement together with the additional
information described under the heading Where You Can
Find More Information. This prospectus does not
contain all of the information set forth in the registration
statement, certain parts of which are omitted in accordance with
the rules and regulations of the SEC. You may refer to the
registration statement and the exhibits to the registration
statement for further information with respect to us and the
debt securities.
The offered debt securities will not be distributed, directly or
indirectly, in Canada or to residents of Canada in contravention
of the securities laws of any province or territory of Canada.
WHERE YOU
CAN FIND MORE INFORMATION
We file with the British Columbia Securities Commission (the
BCSC), a commission of authority in the Province of
British Columbia, Canada, similar to the SEC, and with the
various securities commissions or similar authorities in each of
the provinces and territories of Canada, annual and quarterly
reports, material change reports and other information. We are
also an SEC registrant subject to the informational requirements
of the U.S. Securities Exchange Act of 1934, as amended (the
Exchange Act), and accordingly, file with, or
furnish to, the SEC certain reports and other information. Under
a multijurisdictional disclosure system adopted by the United
States and Canada, these reports and other information
(including financial information) may be prepared in accordance
with the disclosure requirements of Canada, which differ from
those in the United States. You may read and copy any document
we file with or furnish to the SEC at the SECs public
reference room at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. You may also obtain copies of the same
documents from the public reference room by paying a fee. Please
call the SEC at
1-800-SEC-0330
or contact them at www.sec.gov for further information on the
public reference room and copying charges.
Under the multijurisdictional disclosure system adopted by the
United States and Canada, the SEC and the BCSC allow us to
incorporate by reference certain information that we
file with them, which means that we can disclose important
information to you by referring you to those documents.
Information that is incorporated by reference is an important
part of this prospectus. The following documents, filed by us
with the various securities commissions or similar authorities
in each of the provinces and territories of Canada, are
specifically incorporated by reference in and form an integral
part of this prospectus:
|
|
|
|
(a)
|
our Annual Information Form dated March 15, 2010 for the
year ended December 31, 2009;
|
|
|
(b)
|
our Audited Consolidated Financial Statements, and the related
notes thereto, as at December 31 2009 and 2008 and for each of
the years in the three year period ended December 31, 2009
and the Auditors Report thereon;
|
|
|
(c)
|
our Managements Discussion and Analysis of Financial
Position and Operating Results for the year ended
December 31, 2009;
|
|
|
(d)
|
our Unaudited Consolidated Interim Financial Statements, and the
related notes thereto, for the three months ended March 31,
2010 and 2009;
|
|
|
(e)
|
our Managements Discussion and Analysis of Financial
Position and Operating Results for the three months ended
March 31, 2010;
|
|
|
(f)
|
our Management Proxy Circular dated March 1, 2010 for our
annual and special meeting of shareholders held on
April 22, 2010; and
|
3
|
|
|
|
(g)
|
our Management Proxy Circular dated March 2, 2009 for our
annual and special meeting of shareholders held on
April 22, 2009.
|
Any document of the type referred to in the preceding paragraph
(excluding confidential material change reports), the content of
any news release publicly disclosing financial information for a
period more recent than the period for which financial
statements are required to be incorporated herein, and certain
other documents as set forth in Item 11.1 of
Form 44-101F1
of National Instrument
44-101
Short Form Prospectus Distributions filed by us with
a securities commission or similar authority in Canada after the
date of this prospectus and prior to the termination of the
distribution will be deemed to be incorporated by reference in
this prospectus. These documents are available through the
internet on the System for Electronic Document Analysis and
Retrieval (SEDAR) which can be accessed at
www.sedar.com. In addition, to the extent that any document or
information incorporated by reference in this prospectus is
included in a report that is filed or furnished to the SEC on
Form 40-F,
20-F or 6-K
(or any respective successor form), such document or information
shall also be deemed to be incorporated by reference as an
exhibit to the registration statement on
Form F-9
of which this prospectus forms a part. In addition, if and to
the extent indicated therein, we may incorporate by reference in
this prospectus documents that we file with or furnish to the
SEC pursuant to Section 13(a) or 15(d) of the Exchange Act.
Copies of the documents incorporated herein by reference may be
obtained on request without charge from
Karen L. Dunfee, Corporate Secretary of Teck Resources
Limited, Suite 3300, 550 Burrard Street, Vancouver,
British Columbia, Canada V6C 0B3; telephone:
(604) 699-4000.
Any statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference in this
prospectus will be deemed to be modified or superseded for the
purposes of this prospectus to the extent that a statement
contained in this prospectus or in any subsequently filed
document that also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes that
statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a
part of this prospectus. The making of a modifying or
superseding statement will not be deemed an admission for any
purposes that the modified or superseded statement, when made,
constituted a misrepresentation, an untrue statement of a
material fact or an omission to state a material fact that is
required to be stated or that is necessary to make a statement
not misleading in light of the circumstances in which it was
made.
Upon a new annual information form and the related annual
consolidated financial statements being filed by us with the
appropriate securities regulatory authorities during the
currency of this prospectus, the previous annual information
form, annual consolidated financial statements and all interim
consolidated financial statements, material change reports, and
all prospectus supplements filed by us prior to the commencement
of our fiscal year in which the new annual information form and
the related annual consolidated financial statements is filed
will be deemed no longer to be incorporated by reference in this
prospectus for purposes of future offers of debt securities
hereunder. Upon an information circular in connection with an
annual general meeting being filed by us with the appropriate
securities regulatory authorities during the currency of this
prospectus, the information circular filed in connection with
the previous annual general meeting (unless such information
circular also related to a special meeting) will be deemed no
longer to be incorporated by reference in this prospectus for
purposes of future offers of debt securities hereunder.
A prospectus supplement containing the specific terms in respect
of any offering of the offered debt securities, updated
disclosure of earnings coverage ratios, if applicable, and other
information in relation to such offered debt securities will be
delivered to purchasers of such offered debt securities together
with this prospectus and will be deemed to be incorporated by
reference in this prospectus as of the date of such prospectus
supplement, but only for purposes of the offering of such
offered debt securities by such prospectus supplement.
In this prospectus and any prospectus supplement, all references
to dollars or $ are to Canadian dollars
and all references to U.S. dollars and
US$ are to United States dollars. Unless otherwise
indicated, all financial information included or incorporated by
reference in this prospectus or included in any prospectus
supplement is in Canadian dollars and determined using Canadian
generally accepted accounting principles which are in effect
from time to time. For a discussion of the principal differences
between our financial results as calculated under Canadian
generally accepted accounting principles and under United States
generally accepted accounting principles, you should refer to
Note 25 of our audited consolidated financial statements
for the years ended December 31, 2009, 2008 and 2007, which
are incorporated by reference in this prospectus.
You should rely only on the information contained in or
incorporated by reference in this prospectus or any applicable
prospectus supplement and on the other information included in
the registration statement of which this prospectus forms a
part. We have not authorized any person to provide you with
different or additional
4
information. If any person provides you with different or
additional information, you should not rely on it. We are not
making an offer of the debt securities in any jurisdiction where
the offer is not permitted by law. You should not assume that
the information contained in or incorporated by reference in
this prospectus or any applicable prospectus supplement is
accurate as of any date other than the date on the front of this
prospectus or any applicable prospectus supplement,
respectively.
STATEMENTS
REGARDING FORWARD-LOOKING INFORMATION
This prospectus, and certain documents incorporated by reference
in this prospectus, contain certain forward-looking information
and forward-looking statements, as defined in applicable
securities laws (collectively referred to as
forward-looking statements). These statements relate
to future events or our future performance. All statements other
than statements of historical fact are forward-looking
statements. The use of any of the words anticipate,
plan, continue, estimate,
expect, may, will,
project, predict, potential,
should, believe and similar expressions
are intended to identify forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results
or events to differ materially from those anticipated in such
forward-looking statements. These statements speak only as of
the date of this prospectus or as of the date specified in the
documents incorporated by reference in this prospectus, as the
case may be. These forward-looking statements include, but are
not limited to, statements concerning:
|
|
|
|
|
prices and price volatility for copper, coal, zinc and other
products and commodities that we produce and sell as well as
oil, natural gas and petroleum products;
|
|
|
|
the long-term demand for and supply of copper, coal, zinc and
other products and commodities that we produce and sell;
|
|
|
|
the sensitivity of our financial results to changes in commodity
prices;
|
|
|
|
our outstanding indebtedness, and our intentions with respect to
the repayment or refinancing of that indebtedness;
|
|
|
|
treatment and refining charges;
|
|
|
|
our strategies and objectives;
|
|
|
|
our interest and other expenses;
|
|
|
|
our tax position and the tax rates applicable to us;
|
|
|
|
political unrest or instability in countries such as Peru and
its impact on our foreign assets, including our interest in the
Antamina copper, zinc mine;
|
|
|
|
the timing of decisions regarding the timing and costs of
construction and production with respect to, and the issuance of
the necessary permits and other authorizations required for,
certain of our development and expansion projects, including,
among others, the Fort Hills project;
|
|
|
|
the future supply of low cost power to the Trail smelting and
refining complex;
|
|
|
|
our estimates of the quantity and quality of our mineral and oil
reserves and resources;
|
|
|
|
the production capacity of our operations and our planned
production levels;
|
|
|
|
our planned capital expenditures and our estimates of
reclamation and other costs related to environmental protection;
|
|
|
|
our future capital and mine production costs, including the
costs and potential impact of complying with existing and
proposed environmental laws and regulations in the operation and
closure of various operations;
|
|
|
|
our cost reduction and other financial and operating objectives;
|
|
|
|
our exploration, environmental, health and safety initiatives;
|
|
|
|
the availability of qualified employees for our operations,
including our new developments;
|
|
|
|
the satisfactory negotiation of collective agreements with
unionized employees;
|
|
|
|
the outcome of legal proceedings and other disputes in which we
are involved;
|
|
|
|
general business and economic conditions;
|
5
|
|
|
|
|
the outcome of our coal sales negotiations and negotiations with
metals and concentrate customers concerning treatment charges,
price adjustments and premiums;
|
|
|
|
our ability to comply with the financial and other covenants in
our credit agreements and the other documents governing our
outstanding debt as well as our ability to meet our financial
obligations as they become due;
|
|
|
|
our dividend policy;
|
|
|
|
timing for the completion of a feasibility study to potentially
re-open the Quintette mine; and
|
|
|
|
the use of proceeds from the sale of the offered debt securities.
|
Inherent in forward-looking statements are risks and
uncertainties beyond our ability to predict or control,
including risks that may affect our operating or capital plans;
risks generally encountered in the permitting and development of
mineral and oil and gas properties such as unusual or unexpected
geological formations, unanticipated metallurgical difficulties,
delays associated with permit appeals, ground control problems,
adverse weather conditions, process upsets and equipment
malfunctions; risks associated with labour disturbances and
unavailability of skilled labour; fluctuations in the market
price of our principal commodities which are cyclical and
subject to substantial price fluctuations; risks created through
competition for mining and oil and gas properties; risks
associated with lack of access to markets; risks associated with
mineral and oil and gas reserves and resource estimates; risks
posed by fluctuations in exchange rates and interest rates, as
well as general economic conditions; risks associated with
environmental compliance and changes in environmental
legislation and regulation; risks associated with our dependence
on third parties for the provision of transportation and other
critical services; risks associated with non-performance by
contractual counterparties; risks associated with aboriginal
title claims and other title risks; social and political risks
associated with operations in foreign countries; risks of
changes in tax laws or their interpretation; and risks
associated with tax reassessments and legal proceedings.
Actual results and developments are likely to differ, and may
differ materially, from those expressed or implied by the
forward-looking statements contained in, or incorporated by
reference in, this prospectus. Such statements are based on a
number of assumptions which may prove to be incorrect,
including, but not limited to, assumptions about:
|
|
|
|
|
general business and economic conditions;
|
|
|
|
interest rates and foreign exchange rates;
|
|
|
|
the supply and demand for, deliveries of, and the level and
volatility of prices of copper, coal and zinc and our other
primary metals and minerals as well as oil, natural gas and
petroleum products;
|
|
|
|
the timing of the receipt of permits and other regulatory and
governmental approvals for our development projects and other
operations;
|
|
|
|
changes in credit market conditions and conditions in financial
markets generally;
|
|
|
|
the availability of funding to refinance our borrowings as they
become due or to finance our development projects on reasonable
terms;
|
|
|
|
our costs of production and our production and productivity
levels, as well as those of our competitors;
|
|
|
|
our ability to secure adequate transportation for our products;
|
|
|
|
our ability to procure equipment and operating supplies in
sufficient quantities and on a timely basis;
|
|
|
|
our ability to attract and retain skilled staff;
|
|
|
|
the impact of changes in Canadian-U.S. dollar and other foreign
exchange rates on our costs and results;
|
|
|
|
engineering and construction timetables and capital costs for
our development and expansion projects;
|
|
|
|
costs of closure of various operations;
|
|
|
|
market competition;
|
|
|
|
the accuracy of our reserve estimates (including, with respect
to size, grade and recoverability) and the geological,
operational and price assumptions on which these are based;
|
|
|
|
premiums realized over London Metal Exchange cash and other
benchmark prices;
|
|
|
|
tax benefits and tax rates;
|
|
|
|
the outcome of our coal price and volume negotiations with
customers;
|
6
|
|
|
|
|
the outcome of our copper, zinc and lead concentrate treatment
and refining charge negotiations with customers;
|
|
|
|
the resolution of environmental and other proceedings or
disputes;
|
|
|
|
our ability to obtain, comply with and timely renew
environmental permits; and
|
|
|
|
our ongoing relations with our employees and with our business
partners and joint venturers.
|
We caution you that the foregoing list of important factors and
assumptions is not exhaustive. Events or circumstances could
cause our actual results to differ materially from those
estimated or projected and expressed in, or implied by, these
forward-looking statements. Accordingly, you should not place
undue reliance on forward-looking statements. You should also
carefully consider the matters discussed under Risk
Factors in this prospectus. We undertake no obligation
to update publicly or otherwise revise any forward-looking
statements or the foregoing list of factors, whether as a result
of new information or future events or otherwise, except as may
be required by law.
RISK
FACTORS
An investment in the debt securities involves risk. Before
deciding whether to invest in the debt securities, you should
consider carefully the risks described below as well as the
other information contained and incorporated by reference in
this prospectus (including subsequent documents incorporated by
reference in this prospectus) and, if applicable, those
described in a prospectus supplement relating to a specific
offering of debt securities. These are not the only risks and
uncertainties that we face. Additional risks not presently known
to us or that we currently consider immaterial may also
materially and adversely affect us. If any of the events
identified in these risks and uncertainties were to actually
occur, our business, financial condition or results of
operations could be materially harmed.
We
face risks in the mining and metals business.
The business of exploring for minerals is inherently risky. Few
properties that are explored are ultimately developed into
producing mines. The reasons why a mineral property may be
non-productive often cannot be anticipated in advance. Even
after the commencement of mining operations, those operations
may be subject to risks and hazards, including environmental
hazards, industrial accidents, unusual or unexpected geological
formations, unanticipated metallurgical difficulties, ground
control problems and flooding. The Trail metallurgical
operations, and our concentrate mills and coal preparation
plants are also subject to risks of process upsets and equipment
malfunctions. Equipment and supplies may from time to time be
unavailable on a timely basis. The occurrence of any of the
foregoing could result in damage to or destruction of mineral
properties or production facilities, personal injuries or death,
environmental damage, delays or interruption of production,
increases in production costs, monetary losses, legal liability
and adverse governmental action.
Fluctuations
in the market price of base metals, specialty metals and
metallurgical coal may significantly adversely affect the
results of our operations.
The results of our operations are significantly affected by the
market price of base metals, specialty metals and metallurgical
coal, which are cyclical and subject to substantial price
fluctuations. Our earnings are particularly sensitive to changes
in the market price of zinc, copper and metallurgical coal.
Market prices can be affected by numerous factors beyond our
control, including levels of supply and demand for a broad range
of industrial products, substitution of new or different
products in critical applications for our existing products,
expectations with respect to the rate of inflation, the relative
strength of the Canadian dollar and of certain other currencies,
interest rates, speculative activities, global or regional
political or economic crises and sales of base metals by holders
in response to such factors. If prices should decline below our
cash costs of production and remain at such levels for any
sustained period, we could determine that it is not economically
feasible to continue commercial production at any or all of our
mines. We may also curtail or suspend some or all of our
exploration activities, with the result that our depleted
reserves are not replaced.
Our general policy has been not to hedge changes in prices of
our mineral production. From time to time, however, we have in
the past and may in the future undertake hedging programs in
specific circumstances, with an intention to reduce the risk of
a commoditys market price while optimizing upside
participation, to maintain adequate cash flows and profitability
to contribute to the long-term viability of our business. There
are, however, risks associated with hedging programs including,
among other things, the risk of opportunity losses in the event
of an increase in the world price of the commodity, an increase
in interest rates, the possibility that rising operating costs
will make delivery into hedged positions uneconomic,
counterparty risks and production interruption events.
7
Volatility
in commodity markets and financial markets may adversely affect
our ability to operate and our financial
condition.
Recent global financial conditions and commodity markets have
been volatile. From time to time, access to financing has been
negatively affected by many factors, including the financial
distress of banks and other credit market participants. This
volatility has from time to time affected and may in the future
affect our ability to obtain equity or debt financing on
acceptable terms, and may make it more difficult to plan our
operations and to operate effectively. If this volatility and
market disruption continues, our operations and financial
condition could be adversely affected.
Our
arrangements resulting from the sale of a one-third interest in
the Waneta hydroelectric plant to B.C. Hydro may require us to
incur substantial costs.
Teck Metals Ltd. (Teck Metals) has agreed to
generally provide the firm delivery of energy from the Waneta
hydroelectric plant to B.C. Hydro until 2036, in proportion to
B.C. Hydros ownership interest. If Teck Metals does not
deliver power as required it could be required to purchase
replacement power in the open market or to pay liquidated
damages to B.C. Hydro based on the market rate for power at the
time of the shortfall. If these costs exceed amounts available
under our insurance policies, we could incur substantial costs,
especially if the shortfall is protracted. In addition, the
portion of power Teck Metals is required to make available to
B.C. Hydro represents a surplus of power to the current and
anticipated future requirements of our Trail operations. If our
entitlement to power based on the Waneta hydroelectric plant
(taking into account our arrangements with B.C. Hydro) is not
sufficient to supply the requirements of our Trail operations,
we may be required to reduce our Trail operations, or purchase
power in the open market, in order to address any shortfall.
Our
insurance may not provide adequate coverage.
Our property, business interruption and liability insurance may
not provide sufficient coverage for losses related to these or
other hazards. Insurance against certain risks, including
certain liabilities for environmental pollution, may not be
available to us or to other companies within the industry. In
addition, our insurance coverage may not continue to be
available at economically feasible premiums, or at all. Any such
event could have a material adverse affect on our business.
We
could be subject to potential labour unrest or other labour
disturbances as a result of the failure of negotiations in
respect of our collective agreements.
Over 5,000 of our approximately 8,300 employees are employed
under collective bargaining agreements. We could be subject to
labour unrest or other labour disturbances as a result of delays
in or the failure of negotiations in respect of our collective
agreements, which could, while ongoing, have a material adverse
effect on our business. The following are the expiry date of the
collective bargaining agreements covering unionized employees at
our material projects that we operate.
|
|
|
|
|
|
|
|
|
Expiry Date of
|
|
|
|
Expiry Date of
|
|
|
Collective Agreement
|
|
|
|
Collective Agreement
|
|
Trail
|
|
May 31, 2012
|
|
Elkview
|
|
October 31, 2010
|
Antamina
|
|
July 23, 2012
|
|
Coal Mountain
|
|
December 31, 2009
|
Highland Valley Copper
|
|
September 30, 2011
|
|
Line Creek
|
|
May 31, 2014
|
Quebrada Blanca
|
|
January 31, 2012
|
|
Fording River
|
|
April 30, 2011
|
Andacollo
|
|
December 31, 2011
|
|
Cardinal River
|
|
June 30, 2012
|
Our
indebtedness limits our flexibility and imposes restrictions on
us.
As of March 31, 2010, we and our consolidated subsidiaries
had total indebtedness of approximately $5.8 billion. Our
ability to satisfy our debt obligations will depend upon our
future operating performance, which will be affected by
prevailing economic conditions in the markets that we serve and
financial, business and other factors, many of which are beyond
our control. We may be unable to generate sufficient cash flow
from operations and future borrowings or other financing may be
unavailable in an amount sufficient to enable us to fund our
future financial obligations or our other liquidity needs,
including our obligations to repay our indebtedness. Our
indebtedness will limit our flexibility in planning for or
reacting to changes in our business and the industry in which we
operate, including cyclical downturns in our industry, and may
place us at a competitive disadvantage compared to our
competitors that have less debt. The amount and terms of our
debt could have material consequences to our business.
8
If future debt financing is not available to us when required or
is not available on acceptable terms, we may be unable to grow
our business, take advantage of business opportunities, respond
to competitive pressure or refinance maturing debt, any of which
could have a material adverse effect on our operating results
and financial condition.
Our
material financing agreements contain financial and other
covenants that, if breached by us, may require us to redeem,
repay, repurchase or refinance our existing debt obligations
prior to their scheduled maturity. Our ability to refinance such
obligations may be restricted due to prevailing conditions in
the capital markets, available liquidity and other
factors.
We are party to a number of financing agreements, including
agreements in respect of our credit facilities and the
indentures governing our various senior notes, which agreements,
indentures and instruments contain financial and other
covenants. If we were to breach financial or other covenants
contained in our financing agreements, we may be required to
redeem, repay, repurchase or refinance our existing debt
obligations prior to their scheduled maturity and our ability to
do so may be restricted or limited by the prevailing conditions
in the capital markets, available liquidity and other factors.
If we are unable to refinance any of our debt obligations in
such circumstances, our ability to make capital expenditures and
our financial condition and cash flows could be adversely
impacted.
In addition, from time to time, new accounting rules,
pronouncements and interpretations are enacted or promulgated
which may require us, depending on the nature of those new
accounting rules, pronouncements and interpretations, to
reclassify or restate certain elements of our financing
agreements and other debt instruments, which may in turn cause
us to be in breach of the financial or other covenants contained
in our financing agreements and other debt instruments.
We may
not be able to finance a change of control offer required by our
credit agreements and the indentures governing our various notes
because we may not have sufficient funds at the time of the
change of control.
If we were to experience a change of control (as defined under
the relevant indentures governing our various notes and under
our credit facilities), we would be required, under certain of
the indentures, to make an offer to purchase all of the notes,
debentures or other debt securities issued thereunder then
outstanding at a specified premium to the principal amount
(often 101%) plus accrued and unpaid interest, if any, to the
date of purchase, or to repay indebtedness under the relevant
credit facilities. However, we may not have sufficient funds at
the time of the change of control to make the required
repurchase of the notes, debentures or other debt securities, or
to make the required repayment of indebtedness. Our failure to
offer to repurchase notes, debentures or other debt securities
following a change of control would result in a default, which
could lead to a cross-default under our credit facilities and
under the terms of our other indebtedness.
We may
not be able to hire enough skilled employees to support our
operations.
We compete with other mining companies to attract and retain key
executives and skilled and experienced employees. The mining
industry is labour intensive and our success depends to a
significant extent on our ability to attract, hire, train and
retain qualified employees, including our ability to attract
employees with needed skills in the geographic areas in which we
operate. We could experience increases in our recruiting and
training costs and decreases in our operating efficiency,
productivity and profit margins, if we are not able to attract,
hire and retain a sufficient number of skilled employees to
support our operations.
Our
pension and other post-retirement liabilities and the assets
available to fund them could change materially.
We have assets in defined benefit pension plans which arise
through employer contributions and returns on investments made
by the plans. The returns on investments are subject to
fluctuations depending upon market conditions and we are
responsible for funding any shortfall of pension assets compared
to our pension obligations under these plans.
We also have certain obligations to former employees with
respect to post-retirement benefits. The cost of providing these
benefits can fluctuate and the fluctuations can be material.
Our liabilities under defined benefit pension plans and in
respect of other post-retirement benefits are estimated based on
actuarial and other assumptions. These assumptions may prove to
be incorrect and may change over time and the effect of these
changes can be material.
Fluctuations
in the price and availability of consumed commodities affect our
costs of production.
Prices and availability of commodities consumed or used in
connection with exploration, development, mining, smelting and
refining, such as natural gas, diesel, oil and electricity, as
well as reagents such as copper sulfate, also fluctuate and
these fluctuations affect the costs of production at our various
operations. Our smelting and refining
9
operations at Trail require concentrates, some of which are
produced at our Red Dog mine and some of which we purchase from
third parties. The availability of those concentrates and the
treatment charges we can negotiate fluctuate depending on market
conditions. These fluctuations can be unpredictable, can occur
over short periods of time and may have a materially adverse
impact on our operating costs or the timing and costs of various
projects. Our general policy is not to hedge our exposure to
changes in prices of the commodities we use in our business.
Our
ability to acquire properties may be affected by competition
from other mining companies.
Because the life of a mine is limited by its ore reserves, we
are continually seeking to replace and expand our reserves
through the exploration of our existing properties as well as
through acquisitions of interests in new properties or of
interests in companies which own the properties. We encounter
strong competition from other mining companies in connection
with the acquisition of properties. This competition may
increase the cost of acquiring suitable properties, should those
properties become available to us.
We
face competition in product markets.
The mining industry in general is intensely competitive and even
if commercial quantities of mineral resources are developed, a
profitable market may not exist for the sale of the minerals. We
must sell base metals, metal concentrates, by-product metals and
concentrate and metallurgical coal at prices determined by world
markets over which we have no influence or control. Our
competitive position is determined by our costs in comparison to
those of other producers in the world. If our costs increase due
to our locations, grade and nature of ore bodies, foreign
exchange rates, or our operating and management skills, our
profitability may be affected. We have to compete with larger
companies that have greater assets and financial and human
resources than us, and which may be able to sustain larger
losses than us to develop or continue business.
We may
face restricted access to markets in the future.
Access to our markets may be subject to ongoing interruptions
and trade barriers due to policies and tariffs of individual
countries, and the actions of certain interest groups to
restrict the import of certain commodities. Although there are
currently no significant trade barriers existing or impending of
which we are aware that do, or could, materially affect our
access to certain markets, there can be no assurance that our
access to these markets will not be restricted in the future.
Our
reserve and resource estimates may prove to be
incorrect.
Disclosed reserve estimates should not be interpreted as
assurances of mine life or of the profitability of current or
future operations. We estimate and report our mineral reserves
and resources in accordance with the requirements of the
applicable Canadian securities regulatory authorities and
industry practice.
We estimate and report oil and gas reserves and resources in
accordance with the requirements of the applicable Canadian
securities regulatory authorities and industry practice.
Estimates of reserves and resources for oil and gas reporting
purposes are not comparable to mineral reserve and resource
estimates.
The SEC does not permit mining companies in their filings with
the SEC to disclose estimates other than mineral reserves.
However, because we prepared this disclosure document in
accordance with Canadian disclosure requirements, this
disclosure document also incorporates estimates of mineral
resources. Mineral resources are concentrations or occurrences
of minerals that are judged to have reasonable prospects for
economic extraction, but for which the economics of extraction
cannot be assessed, whether because of insufficiency of
geological information or lack of feasibility analysis, or for
which economic extraction cannot be justified at the time of
reporting. Consequently, mineral resources are of a higher risk
and are less likely to be accurately estimated or recovered than
mineral reserves.
Our mineral reserves and resources are estimated by persons who
are employees of the respective operating company for each of
our operations under the supervision of our employees. These
individuals are not independent for purposes of
applicable securities legislation. As a rule, we do not use
outside sources to verify mineral reserves or resources except
at the initial feasibility stage.
The mineral and oil and gas reserve and resource figures
incorporated in this prospectus by reference are estimates based
on the interpretation of limited sampling and subjective
judgments regarding the grade, continuity and existence of
mineralization, as well as the application of economic
assumptions, including assumptions as to operating costs,
foreign exchange rates and future commodity prices. The
sampling, interpretations or assumptions underlying any reserve
or resource estimate may be incorrect, and the impact on
reserves or resources may be material. Should the mineralization
10
and/or configuration of a deposit ultimately turn out to be
significantly different from that currently envisaged, then the
proposed mining plan may have to be altered in a way that could
affect the tonnage and grade of the reserves mined and rates of
production and, consequently, could adversely affect the
profitability of the mining operations. In addition, short term
operating factors relating to the reserves, such as the need for
orderly development of ore bodies or the processing of new or
different ores, may cause reserve and resource estimates to be
modified or operations to be unprofitable in any particular
fiscal period.
There can be no assurance that our projects or operations will
be, or will continue to be, economically viable, that the
indicated amount of minerals or petroleum products will be
recovered or that they will be recovered at the prices assumed
for purposes of estimating reserves.
The
depletion of our mineral reserves may not be offset by future
discoveries or acquisitions of mineral reserves.
We must continually replace mineral reserves depleted by
production to maintain production levels over the long term.
This is done by expanding known mineral reserves or by locating
or acquiring new mineral deposits.
There is, however, a risk that depletion of reserves will not be
offset by future discoveries of mineral reserves. Exploration
for minerals and oil and gas is highly speculative in nature and
the projects involve many risks. Many projects are unsuccessful
and there are no assurances that current or future exploration
programs will be successful. Further, significant costs are
incurred to establish mineral or oil and gas reserves and to
construct mining and processing facilities. Development projects
have no operating history upon which to base estimates of future
cash flow and are subject to the successful completion of
feasibility studies, obtaining necessary government permits,
obtaining title or other land rights and availability of
financing. In addition, assuming discovery of an economic
orebody, depending on the type of mining operation involved,
many years may elapse from the initial phases of drilling until
commercial operations are commenced. Accordingly, there can be
no assurances that our current work programs will result in any
new commercial mining operations or yield new reserves to
replace and/or expand current reserves.
We
face risks associated with the issuance and renewal of
environmental permits.
Numerous governmental permits or approvals are required for
mining operations. We have significant permitting activities
currently underway for new projects and for the expansion of
existing operations. These include the Red Dog mine, the
Fort Hills and Frontier/Equinox Oil Sands projects and coal
mine expansions in the Elk Valley. When we apply for these
permits and approvals, we are often required to prepare and
present data to various government authorities pertaining to the
potential effects or impacts that any proposed project may have
upon the environment. The authorization, permitting and
implementation requirements imposed by any of these authorities
may be costly and time consuming and may delay commencement or
continuation of mining operations. Regulations also provide that
a mining permit or modification can be delayed, refused or
revoked. In certain jurisdictions, interested parties have
extensive rights to appeal the issuance of permits or to
otherwise intervene in the regulatory process. Permits may be
stayed or withdrawn during the pendency of appeals. This is a
particular risk in connection with our mining activities in
Alaska, where there is an outstanding administrative appeal of
certain conditions of the 2010 water discharge permit for Red
Dog mine, which has resulted in the withdrawal of contested
limits in that water discharge permit.
Failure to obtain or maintain permits with appropriate terms
could result in government directives, fines, civil suits or
other remedies such as injunctions, which could have a material
impact on our business. Past or ongoing violations of mining
laws could provide a basis to revoke existing permits and to
deny the issuance of additional permits.
We may
be adversely affected by currency fluctuations.
Our operating results and cash flow are affected by changes in
the Canadian dollar exchange rate relative to the currencies of
other countries. Exchange rate movements can have a significant
impact on results as a significant portion of our operating
costs are incurred in Canadian and other currencies and most
revenues are earned in U.S. dollars. To reduce the exposure to
currency fluctuations, we enter into limited foreign exchange
contracts from time to time, but these hedges do not eliminate
the potential that those fluctuations may have an adverse effect
on us. In addition, foreign exchange contracts expose us to the
risk of default by the counterparties to those contracts, which
could have a material adverse effect on our business.
We may
be adversely affected by interest rate changes.
Our exposure to changes in interest rates results from investing
and borrowing activities undertaken to manage our liquidity and
capital requirements. We have incurred indebtedness that bears
interest at fixed and floating rates, and we
11
have entered into interest rate swap agreements to effectively
convert some fixed rate exposure to floating rate exposure.
There can be no assurance that we will not be materially
adversely affected by interest rate changes in the future. In
addition, our use of interest rate swaps exposes us to the risk
of default by the counterparties to those arrangements. Any
default by a counterparty could have a material adverse effect
on our business.
Changes
in environmental, health and safety laws may have a material
adverse effect on our operations.
Environmental, health and safety legislation affects nearly all
aspects of our operations, including mine development, worker
safety, waste disposal, emissions controls and protection of
endangered and protected species. Compliance with environmental,
health and safety legislation can require significant
expenditures and failure to comply with environmental, health or
safety legislation may result in the imposition of fines and
penalties, the temporary or permanent suspension of operations,
clean-up
costs arising out of contaminated properties, damages, and the
loss of important permits. Exposure to these liabilities arises
not only from our existing operations, but from operations that
have been closed or sold to third parties. We are required to
reclaim properties after mining is completed and specific
requirements vary among jurisdictions. In some cases, we may be
required to provide financial assurances as security for
reclamation costs, which may exceed our estimates for such
costs. Our historical operations have generated significant
environmental contamination. We could also be held liable for
worker exposure to hazardous substances. There can be no
assurances that we will at all times be in compliance with all
environmental, health and safety regulations or that steps to
achieve compliance would not materially adversely affect our
business.
Environmental, health and safety laws and regulations are
evolving in all jurisdictions where we have activities. We are
not able to determine the specific impact that future changes in
environmental laws and regulations may have on our operations
and activities, and our resulting financial position; however,
we anticipate that capital expenditures and operating expenses
will increase in the future as a result of the implementation of
new and increasingly stringent environmental, health and safety
regulations. For example, emissions standards for carbon dioxide
and sulphur dioxide are becoming increasingly stringent as are
laws relating to the use and production of regulated chemical
substances. Further changes in environmental, health and safety
laws, new information on existing environmental, health and
safety conditions or other events, including legal proceedings
based upon such conditions, or an inability to obtain necessary
permits, could require increased financial reserves or
compliance expenditures or otherwise have a material adverse
effect on us. Changes in environmental, health and safety
legislation could also have a material adverse effect on product
demand, product quality and methods of production and
distribution. In the event that any of our products were
demonstrated to have negative health effects, we could be
exposed to workers compensation and product liability claims
which could have a material adverse effect on our business.
We are
highly dependent on third parties for the provision of
transportation services.
Due to the geographical location of many of our mining
properties and operations, we are highly dependent on third
parties for the provision of transportation services, including
rail and port services. We negotiate prices for the provision of
these services in circumstances where we may not have viable
alternatives to using specific providers, or have access to
regulated rate setting mechanisms. Contractual disputes,
demurrage charges, rail and port capacity issues, availability
of vessels and rail cars, weather problems or other factors can
have a material adverse effect on our ability to transport
materials according to schedules and contractual commitments.
Our Red Dog mine operates year-round on a 24 hour per day basis.
The annual production of the mine must be stored at the port
site and shipped within an approximate
100-day
window when sea ice and weather conditions permit. Two
purpose-designed shallow draft barges transport the concentrates
to deep water moorings. The barges cannot operate in severe
swell conditions.
Unusual ice or weather conditions, or damage to the barges or
ship loading equipment could restrict our ability to ship all of
the stored concentrate. Failure to ship the concentrate during
the shipping season could have a material adverse effect on our
sales, as well as on our Trail metallurgical operations, and
could materially restrict mine production subsequent to the
shipping season.
Aboriginal
title claims and rights to consultation and accommodation may
affect our existing operations as well as development projects
and future acquisitions.
Governments in many jurisdictions must consult with aboriginal
peoples with respect to grants of mineral rights and the
issuance or amendment of project authorizations. Consultation
and other rights of aboriginal people may require
accommodations, including undertakings regarding employment and
other matters in impact and benefit agreements.
12
This may affect our ability to acquire within a reasonable time
frame effective mineral titles in these jurisdictions, including
in some parts of Canada in which aboriginal title is claimed,
and may affect the timetable and costs of development of mineral
properties in these jurisdictions. The risk of unforeseen
aboriginal title claims also could affect existing operations as
well as development projects and future acquisitions. These
legal requirements may affect our ability to expand or transfer
existing operations or to develop new projects.
We
operate in foreign jurisdictions and face added risks and
uncertainties due to different economic, cultural and political
environments.
Our business operates in a number of foreign countries where
there are added risks and uncertainties due to the different
economic, cultural and political environments. Some of these
risks include nationalization and expropriation, social unrest
and political instability, uncertainties in perfecting mineral
titles, trade barriers and exchange controls and material
changes in taxation. Further, developing country status or an
unfavourable political climate may make it difficult for us to
obtain financing for projects in some countries.
We
face risks associated with our development
projects.
The Fort Hills project is at an early stage of development,
and a project development decision has been deferred in light of
significant project cost escalation. Suncor Energy Inc., as
project operator, in consultation with UTS Energy Corporation
and us, will be responsible for further definition of the scope
and parameters of the project and its design and development,
and we have not developed a viable project execution plan. There
can be no assurance that the development or construction
activities will commence in accordance with current expectations
or at all. The Galore Creek project is at a similar stage of
development. Development and exploitation of the hypogene
resource at Quebrada Blanca will require considerable capital
expenditures and various environmental and other permits and
governmental authorizations. Our Relincho project is also in an
early stage of development.
Construction and development of these projects are subject to
numerous risks, including, without limitation:
|
|
|
|
|
risks resulting from the fact that the Fort Hills project,
the Galore Creek project, the Relincho project and the Quebrada
Blanca hypogene project are at an early stage of development and
therefore are subject to development and construction risks,
including the risk of significant cost overruns and delays in
construction, and technical and other problems;
|
|
|
|
risks associated with delays in obtaining, or conditions imposed
by, regulatory approvals;
|
|
|
|
risks associated with obtaining amendments to existing
regulatory approvals or permits and additional regulatory
approvals or permits which will be required;
|
|
|
|
risks of other adverse regulatory developments, including the
imposition of new regulations;
|
|
|
|
risks of significant fluctuation in prevailing prices for
copper, oil, other petroleum products and natural gas, which may
affect the profitability of the projects;
|
|
|
|
risks resulting from the fact that we are a minority partner in
the Fort Hills Energy Limited Partnership and major
decisions with respect to project design and construction may be
made without our consent;
|
|
|
|
risks associated with the fact that our company and NovaGold
Canada Inc. are 50% partners in the Galore Creek project and
major project decisions require the agreement of both parties;
|
|
|
|
risks associated with litigation;
|
|
|
|
risks resulting from dependence on third parties for services
and utilities for the project;
|
|
|
|
risks associated with the ability of our partners to finance
their respective shares of project expenditures; and
|
|
|
|
risks associated with our being in a position to finance our
share of project costs, or obtaining financing for these
projects on commercially reasonable terms or at all.
|
Regulatory
efforts to control greenhouse gas emissions could materially
negatively affect our business.
Our businesses include several operations that emit large
quantities of carbon dioxide, or that produce or will produce
products that emit large quantities of carbon dioxide when
consumed by end users. This is particularly the case with our
metallurgical coal operations and our oil sands projects. Carbon
dioxide and other greenhouse gases are the subject of increasing
public concern and regulatory scrutiny.
13
In early 2010, the Government of Canada announced revised
targets for reducing greenhouse gas emissions as it had
committed to do as a signatory to the Copenhagen Accord.
Canadas new aim is to reduce absolute emissions by 17 per
cent from 2005 levels by 2020 numbers that mirror
those in a bill that is currently before the United States
Senate. In the meantime, regulations to reduce greenhouse-gas
emissions that the Canadian government initially indicated would
be developed in 2008 have been put on hold. Additional policy
measures are anticipated over the coming years under this
federal policy.
In Alberta, the Climate Change and Emissions Management Act and
the Specified Gas Emitters Regulation require certain existing
large emitters (facilities, including oil sands facilities, that
are releasing 100,000 tonnes or more of greenhouse gas emissions
in any calendar year after and including 2003) to reduce
their emissions intensity by 12% starting July 1, 2007. The
regulation also outlines options for meeting reduction targets.
If reducing emissions intensity by 12% is not initially
possible, large emitters will be able to invest in an
Alberta-based technology fund to develop infrastructure to
reduce emissions or to support research into innovative climate
change solutions. Large emitters will be required to pay $15 per
tonne to the technology fund for every tonne of emissions above
the 12% reduction target. Alternatively, large emitters could
also invest in Alberta-based projects outside their operations
that reduce or offset emissions on their behalf.
Over the past 3 years the government of British Columbia
has passed a number of significant pieces of climate-action
legislation including; the Greenhouse Gas Reduction Targets Act,
which sets aggressive targets for reducing greenhouse gases (33%
below 2007 levels by 2020), the Greenhouse Gas Reduction or
Cap and Trade Act, which authorizes hard caps on
greenhouse gas emissions, and the Carbon Tax Act, which imposes
an escalating carbon tax on fossil fuels used in the province.
In early 2010, the British Columbia (BC) government
also established the GHG Reporting Regulation. The Regulation
requires facilities in the province that emit over 10,000 tonnes
of carbon dioxide equivalent annually to report their emissions
and those that emit over 25,000 tonnes per year to obtain
independent verification of their emissions. Each of Tecks
seven BC-based operations emits over 25,000 tonnes per year and
will be required to report and verify accordingly. These
regulations increase our fuel costs and impact our
competitiveness in the global marketplace. For example, the BC
carbon tax paid by Teck in 2009 for fuels was approximately
$16 million which is expected to increase to approximately
$35-40 million by 2012.
The primary source of greenhouse gas emissions in Canada is the
use of hydrocarbon energy. Our operations depend significantly
on hydrocarbon energy sources to conduct daily operations, and
there are typically no economic substitutes for these forms of
energy. The federal and provincial governments have not
finalized any formal regulatory programs to control greenhouse
gases from facilities and it is not yet possible to reasonably
estimate the nature, extent, timing and cost of any programs
proposed or contemplated, or their potential effects on
operations. Most of Teck Coal Partnerships products are
sold outside of Canada, and sales are not expected to be
significantly affected by Canadas expressed goals.
However, the broad adoption of emission limitations or other
regulatory efforts to control greenhouse gas emissions by other
countries could materially negatively affect the demand for coal
and oil, as well as restrict development of new coal or oil
sands projects and increase production and transportation costs.
Although
we believe our financial statements are prepared with reasonable
safeguards to ensure reliability, we cannot provide absolute
assurance.
We prepare our financial reports in accordance with accounting
policies and methods prescribed by Canadian generally accepted
accounting principles. In the preparation of financial reports,
management may need to rely upon assumptions, make estimates or
use their best judgment in determining the financial condition
of the company. Significant accounting policies are described in
more detail in the notes to our annual consolidated financial
statements for the year ended December 31, 2009, which are
incorporated by reference in this prospectus. In order to have a
reasonable level of assurance that financial transactions are
properly authorized, assets are safeguarded against unauthorized
or improper use and transactions are properly recorded and
reported, we have implemented and continue to analyze our
internal control systems for financial reporting. Although we
believe our financial reporting and financial statements are
prepared with reasonable safeguards to ensure reliability, we
cannot provide absolute assurance in that regard.
We are
subject to legal proceedings, the outcome of which may affect
our business.
The nature of our business subjects us to numerous regulatory
investigations, claims, lawsuits and other proceedings in the
ordinary course of our business. The results of these legal
proceedings cannot be predicted with certainty. There can be no
assurances that these matters will not have a material adverse
effect on our business.
14
See the section entitled Zinc Upper Columbia
River Basin (Lake Roosevelt) beginning on page 14 of
our Managements Discussion and Analysis of Financial
Position and Operating Results for the three months ended
March 31, 2010 and the section entitled Legal
Proceedings beginning on page 64 of our Annual Information
Form dated March 15, 2010 for the year ended
December 31, 2009, each of which is incorporated by
reference herein.
TECK
RESOURCES LIMITED
We are engaged primarily in the exploration for, and the
development and production of, natural resources. We have
interests in the following principal mining and processing
operations:
|
|
|
|
|
Operation
|
|
Type of Operation
|
|
Jurisdiction
|
|
Antamina
|
|
Copper/Zinc Mine
|
|
Ancash, Peru
|
Highland Valley
|
|
Copper/Molybdenum Mine
|
|
British Columbia, Canada
|
Quebrada Blanca
|
|
Copper Mine
|
|
Region I, Chile
|
Andacollo
|
|
Copper Mine
|
|
Region IV, Chile
|
Duck Pond
|
|
Copper/Zinc Mine
|
|
Newfoundland, Canada
|
Trail
|
|
Zinc/Lead Refinery
|
|
British Columbia, Canada
|
Red Dog
|
|
Zinc/Lead Mine
|
|
Alaska, USA
|
Elkview
|
|
Coal Mine
|
|
British Columbia, Canada
|
Fording River
|
|
Coal Mine
|
|
British Columbia, Canada
|
Greenhills
|
|
Coal Mine
|
|
British Columbia, Canada
|
Coal Mountain
|
|
Coal Mine
|
|
British Columbia, Canada
|
Line Creek
|
|
Coal Mine
|
|
British Columbia, Canada
|
Cardinal River
|
|
Coal Mine
|
|
Alberta, Canada
|
Our principal products are copper concentrate and copper
cathode, metallurgical coal, zinc concentrate and refined zinc.
Significant amounts of molybdenum and lead are produced at our
copper operations and zinc operations, respectively. Other
products include gold, silver, various specialty metals,
chemicals and fertilizers. We also have a 20% interest in the
Fort Hills Energy Limited Partnership, which is developing
the Fort Hills oil sands project in Alberta, and a 50%
interest in certain other oil sands leases in Alberta at various
stages of exploration.
RECENT
DEVELOPMENTS
Update on
Ratings and Security
On April 16, 2010, Standard & Poors Ratings
Services upgraded Tecks long-term corporate credit rating
to investment grade of BBB with a stable outlook, and
Tecks secured and unsecured debt ratings to BBB. On
April 28, 2010, Moodys Investor Services upgraded the
rating applicable to Tecks senior secured debt and senior
unsecured debt to Baa3 with a positive outlook. In addition to
Standard & Poors and Moodys, Dominion Bond
Rating Service and Fitch Ratings rated Teck as investment
grade during April 2010.
As a result of the upgrades by Standard & Poors
and Moodys, certain of the covenants in the indenture
governing Tecks 9.75% senior secured notes due 2014,
10.25% senior secured notes due 2016 and 10.75% senior secured
notes due 2019 were automatically suspended, and the collateral
supporting the senior secured pledge bonds that secured our
credit facilities and our outstanding public debt was released.
Furthermore, the master trust indenture under which the pledge
bonds were issued terminated in accordance with its terms and
the senior secured pledge bonds are in the process of being
returned and cancelled, as required by the terms of their
governing pledge bond agreement. As a result, the security
granted in 2009 over substantially all of the assets of Teck and
its material subsidiaries has been released.
On April 22, 2010, we repaid our amended and restated term
credit facility in full.
Resumption
of Dividend Payments
On April 22, 2010, we announced that we are resuming
payment of dividends at the annual rate of $0.40 cents per
share. On that same day, our board declared an initial
semi-annual eligible dividend of $0.20 per share on Tecks
outstanding Class A common shares and Class B
subordinate voting shares, payable on July 2, 2010 to
shareholders of record at the close of business on June 16,
2010.
15
Update on
Feasibility Study at Quintette
On April 29, 2010, we announced that we are undertaking a
feasibility study to potentially re-open the Quintette mine in
northeast British Columbia, and we expect to complete the study
by the fourth quarter of 2011.
Aqqaluk
On May 20, 2010 we announced that Tecks subsidiary,
Teck Alaska, is proceeding with the development of the Aqqaluk
deposit at the Red Dog mine. Tecks decision to proceed
with Aqqaluk followed discussions with the United States
Environmental Protection Agency (EPA) concerning the status of
the renewal of Red Dogs main water discharge permit, and
an internal review of Tecks operating plans for the
deposit. There is an outstanding administrative appeal of
certain conditions of the 2010 water discharge permit. In
response to the appeal, EPA has withdrawn five contested
limitations in the permit and has stated its intent to conduct
an updated permit proceeding once certain procedural matters are
addressed. Until the appeal of the 2010 water discharge permit
is resolved, and EPAs proposed 2010 permit limits are in
full effect, Teck will be subject to the applicable limits in
its 1998 permit. These limits include a limit on total dissolved
solids which cannot feasibly be met through any existing
treatment technology at the volumes being discharged. There can
be no assurance that the appeal will be resolved on a basis
favourable to Teck or that any further permitting action by the
EPA will not be subject to further appeals.
USE OF
PROCEEDS
Unless otherwise indicated in the applicable prospectus
supplement, we will use the net proceeds from the sale of the
offered debt securities for any one or more of debt repayment,
working capital or other general corporate purposes. We may
invest funds that we do not immediately require in short-term
marketable securities.
EARNINGS
COVERAGE
Earnings coverage ratios are included in this prospectus in
accordance with Canadian disclosure requirements. They have been
calculated on a consolidated basis using financial information
prepared in accordance with Canadian generally accepted
accounting principles and give effect to all of our long-term
financial liabilities, and the repayment, redemption or other
retirement thereof since the respective dates indicated below.
The ratios do not give pro forma effect to any offering of
offered debt securities offered by a prospectus supplement and
this prospectus or to any change in indebtedness subsequent to
the dates indicated below. For purposes of these calculations,
reported net earnings have been increased by interest expense
and income taxes. The earnings coverage ratio is equal to net
earnings, adjusted as described above, divided by interest
expense. These ratios do not purport to be indicative of
earnings coverage ratios for any future period.
The earnings coverage ratio for the year ended December 31,
2009 was 7.6 times interest expense. For the
twelve-month
period ended March 31, 2010, the earnings coverage ratio
was 7.4 times interest expense. Our earnings for the year ended
December 31, 2009 and the twelve-month period ended
March 31, 2010 before interest expense, income taxes,
depreciation and amortization amounted to approximately
$4.1 billion and $4.9 billion, respectively, which
amounted to 9.9 times and 9.2 times our interest expense for
those periods, respectively.
DESCRIPTION
OF SHARE CAPITAL
Teck is authorized to issue an unlimited number of Class A
common shares and Class B subordinate voting shares and an
unlimited number of preference shares, issuable in series. As at
March 31, 2010, there were 9,353,470 Class A common
shares outstanding, 579,398,893 Class B subordinate voting
shares outstanding and no preference shares outstanding.
Class A common shares carry the right to 100 votes per
share. Class B subordinate voting shares carry the right to
one vote per share. Each Class A common share is
convertible, at the option of the holder, into one Class B
subordinate voting share. In all other respects, including in
respect of dividend rights and the distribution of property upon
Tecks dissolution or
winding-up,
the Class A common shares and Class B subordinate
voting shares rank equally.
The attributes of the Class B subordinate voting shares
contain so called coattail provisions which provide
that, in the event that an offer (an Exclusionary
Offer) to purchase Class A common shares which is
required to be made to all or substantially all holders thereof,
is not made concurrently with an offer to purchase Class B
subordinate voting shares on identical terms, then each
Class B subordinate voting share will be convertible into
one Class A common share. The Class B subordinate
voting shares will not be convertible in the event that an
Exclusionary Offer is not accepted by holders of a majority of
the Class A common shares (excluding those shares held by
the person making the Exclusionary Offer). If an offer to
purchase Class A common shares does not, under applicable
securities legislation or the requirements of any
16
stock exchange having jurisdiction, constitute a take-over
bid or is otherwise exempt from any requirement that such
offer be made to all or substantially all holders of
Class A common shares, the coattail provisions will not
apply.
The voting rights attached to the Class B subordinate
voting shares represent 38.3% of the aggregate voting rights
attached to the Class A common shares and Class B
subordinate voting shares.
DESCRIPTION
OF DEBT SECURITIES
In this section, the words company, we,
us, our and Teck refer only
to Teck Resources Limited and not to any of our subsidiaries or
joint ventures. The following description sets forth certain
general terms and provisions of the debt securities. The
particular terms and provisions of the series of offered debt
securities offered by a prospectus supplement and this
prospectus, and the extent to which the general terms and
provisions described below may apply thereto, will be described
in such prospectus supplement.
Unless otherwise specified in the applicable prospectus
supplement, the offered debt securities will be issued under the
trust indenture (the indenture) to be entered into
between the company and The Bank of New York Mellon, as trustee
(the trustee), as supplemented by one or more
supplemental indentures. A copy of the form of indenture has
been filed with the SEC as an exhibit to the registration
statement of which this prospectus forms a part and a copy of
the executed indenture will also be available on SEDAR at
www.sedar.com. The following statements with respect to the
indenture and the offered debt securities are brief summaries of
certain provisions of the indenture and do not purport to be
complete. For a more complete description, including the
definition of any terms used but not defined under this section,
prospective investors should refer to the indenture and the
applicable supplemental indenture. Whenever we refer to
particular provisions of the indenture, those provisions are
qualified in their entirety by reference to the indenture and
the applicable supplemental indenture.
We may from time to time issue debt securities and incur
additional indebtedness otherwise than through the offering of
debt securities pursuant to this prospectus.
General
The indenture will not limit the aggregate principal amount of
debt securities (which may include debentures, notes or other
evidences of indebtedness) which may be issued thereunder. It
will provide that debt securities may be issued from time to
time in one or more series and may be denominated and payable in
foreign currencies, including composite currencies. Special
Canadian and United States federal income tax considerations
applicable to any debt securities so denominated will be
described in the prospectus supplement relating thereto. The
debt securities offered pursuant to this prospectus will be
limited to US$6,000,000,000 (or the equivalent in other
currencies) aggregate principal amount. Unless otherwise
indicated in the applicable prospectus supplement, the indenture
will also permit the company to increase the principal amount of
any series of debt securities previously issued and to issue
debt securities of such increased principal amount.
The terms of the debt securities we may offer may differ from
the general information provided below. In particular, certain
covenants described below may not apply to certain debt
securities we may offer under the indenture. We may issue debt
securities with terms different from those of debt securities
previously issued under the indenture.
The applicable prospectus supplement will set forth the specific
terms relating to the debt securities of the series being
offered and may include, without limitation, any of the
following:
|
|
|
|
|
the specific designation of the offered debt securities;
|
|
|
|
the aggregate principal amount of the offered debt securities;
|
|
|
|
the extent and manner, if any, to which payment on or in respect
of the offered debt securities will be senior or will be
subordinated to the prior payment of our other liabilities and
obligations;
|
|
|
|
the percentage or percentages of principal amount at which the
offered debt securities will be issued;
|
|
|
|
|
|
the date or dates on which the offered debt securities will
mature and the portion (if less than all of the principal
amount) of the offered debt securities to be payable upon
declaration of acceleration of maturity;
|
|
|
|
|
|
the rate or rates per annum (which may be fixed or variable) at
which the offered debt securities will bear interest, if any,
the date or dates from which any such interest will accrue (or
the method by which such date or dates will be determined) and
the dates on which any such interest will be payable and the
regular record dates for any interest payable on the offered
debt securities;
|
17
|
|
|
|
|
any mandatory or optional redemption or sinking fund or
analogous provisions, including the period or periods within
which, the price or prices at which and the terms and conditions
upon which the offered debt securities may be redeemed or
purchased at the option of the company or otherwise;
|
|
|
|
whether the offered debt securities will be issuable in whole or
in part in the form of one or more registered global securities
(registered global securities) and, if so, the
identity of the depositary for such registered global securities;
|
|
|
|
the denominations in which registered debt securities
(registered securities) will be issuable, if other
than denominations of US$2,000 and any integral multiple of
US$1,000 in excess thereof;
|
|
|
|
each place where the principal of and any premium and interest
on the offered debt securities will be payable and each place
where the offered debt securities may be presented for
registration of transfer or exchange;
|
|
|
|
if other than U.S. dollars, the foreign currency or the units
based on or relating to foreign currencies in which the offered
debt securities are denominated and/or in which the payment of
the principal of and any premium and interest on the offered
debt securities will or may be payable;
|
|
|
|
any index formula or other method pursuant to which the amount
of payments of principal of, and any premium and interest on,
the offered debt securities will or may be determined;
|
|
|
|
whether and under what circumstances we will pay Additional
Amounts (as defined below under Payment of
Additional Amounts) on the offered debt securities in
respect of certain taxes (and the terms of any such payment)
and, if so, whether we will have the option to redeem the
offered debt securities rather than pay the Additional Amounts
(and the terms of any such option);
|
|
|
|
the terms and conditions, if any, on which the offered debt
securities may be convertible into or exchangeable for any other
of our securities or securities of other entities;
|
|
|
|
whether the payment of the offered debt securities will be
guaranteed by any other person, and the terms of any such
guarantees;
|
|
|
|
whether the offered debt securities will have the benefit of any
security interest created pursuant to the terms of the
indenture; and
|
|
|
|
any other terms of the offered debt securities, including
covenants and events of default which apply solely to the
offered debt securities, or any covenants or events of default
generally applicable to the debt securities, which are not to
apply to the offered debt securities.
|
Unless otherwise provided in the applicable prospectus
supplement, any guarantee in respect of debt securities would
fully and unconditionally guarantee the payment of the principal
of, and interest and premium, if any, on, such debt securities
when such amounts become due and payable, whether at maturity
thereof or by acceleration, notice of redemption or otherwise.
We expect any guarantee provided in respect of debt securities
would constitute a senior, unsecured obligation of the
applicable guarantor. Other debt securities that we may issue
also may be guaranteed and the terms of such guarantees
(including any subordination) would be described in the
applicable prospectus supplement. If any debt securities are to
be guaranteed, we expect that Teck Metals, our wholly-owned
subsidiary, would be the guarantor.
Unless otherwise indicated in the applicable prospectus
supplement, the indenture will not afford the holders the right
to tender debt securities to the company for repurchase or
provide for any increase in the rate or rates of interest at
which the debt securities will bear interest in the event we
should become involved in a highly leveraged transaction or in
the event of a change in control of the company.
Our debt securities may be issued under the indenture bearing no
interest or interest at a rate below the prevailing market rate
at the time of issuance, to be offered and sold at a discount
below their stated principal amount. The Canadian and United
States federal income tax consequences and other special
considerations applicable to any such discounted debt securities
or other debt securities offered and sold at par which are
treated as having been issued at a discount for Canadian and/or
United States federal income tax purposes will be described in
the prospectus supplement relating thereto.
Ranking
and Other Indebtedness
Except as indicated herein or in the applicable prospectus
supplement, the debt securities and any guarantees in respect of
such debt securities will be unsecured obligations of the
company and any applicable guarantor, respectively,
18
and will rank equally with all of our and any applicable
guarantors other unsecured and unsubordinated Indebtedness
(as defined below under Certain
Covenants) from time to time outstanding. The debt
securities will be effectively subordinated to all Indebtedness
and other liabilities of our subsidiaries (other than any
applicable guarantor, for so long as its guarantee remains in
effect) and subordinated to all secured Indebtedness and other
secured liabilities of the company, any applicable guarantor and
our subsidiaries to the extent of the assets securing such
Indebtedness and other liabilities. Any offered debt securities
that are guaranteed by Teck Metals will rank pari passu
with Tecks US$200,000,000 7.00% notes due 2012, its
US$300,000,000 5.375% notes due 2015, its US$700,000,000 6.125%
notes due 2035, its US$1,315,000,000 9.75% senior secured notes
due 2014, its US$1,060,000,000 10.25% senior secured notes due
2016 and its US$1,850,000,000 10.75% senior secured notes due
2019. At March 31, 2010, the aggregate amount of the
Indebtedness and trade payables of our subsidiaries (other than
Teck Metals) was approximately US$210 million, and we and
our subsidiaries had approximately US$5.6 billion of
secured Indebtedness outstanding. In addition, our proportionate
share of the revolving debt, trade payables, and current
liabilities of Compañía Minera Antamina S.A., in which
we have a 22.5% interest, at March 31, 2010, was
approximately US$107 million, which is reflected in our
consolidated balance sheet.
Registered
Definitive Securities
Unless otherwise indicated in the applicable prospectus
supplement, the registered securities of a particular series may
be issued in the form of definitive securities without coupons
and in denominations of US$2,000 and any integral multiple of
US$1,000 in excess thereof. Debt securities may be presented for
exchange and registered securities may be presented for
registration of transfer in the manner, at the places and,
subject to the restrictions set forth in the indenture and in
the applicable prospectus supplement, without service charge,
but upon payment of any taxes or other governmental charges due
in connection therewith. The company has appointed the trustee
as security registrar.
Unless otherwise indicated in the applicable prospectus
supplement, where registered securities are issued in definitive
form, payment of the principal of and any premium and interest
on such securities will be made at the office or agency of the
trustee at 101 Barclay Street, Floor 4 East, New York, New York
10286, Attention: Global Finance Unit, to the persons in whose
name such registered securities are registered at the close of
business on the regular record date for such interest payment.
Registered
Global Securities
The registered securities of a particular series may be issued
in the form of one or more registered global securities which
will be registered in the name of and be deposited with a
depositary, or its nominee, each of which will be identified in
the prospectus supplement relating to such series. Unless and
until exchanged, in whole or in part, for debt securities in
definitive registered form, a registered global security may not
be transferred except as a whole by the depositary for such
registered global security to a nominee of such depositary, by a
nominee of such depositary to such depositary or another nominee
of such depositary or by such depositary or any such nominee to
a successor of such depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to
any portion of a particular series of offered debt securities to
be represented by a registered global security will be described
in the prospectus supplement relating to such series. The
company anticipates that the following provisions will apply to
all depositary arrangements.
Upon the issuance of a registered global security, the
depositary therefor or its nominee will credit, on its book
entry and registration system, the respective principal amounts
of the debt securities represented by such registered global
security to the accounts of such persons having accounts with
such depositary or its nominee (participants) as
will be designated by the underwriters, investment dealers or
agents participating in the distribution of such debt
securities, or by the company if such debt securities are
offered and sold directly by the company. Ownership of
beneficial interests in a registered global security will be
limited to participants or persons that may hold beneficial
interests through participants. Ownership of beneficial
interests in a registered global security will be shown on, and
the transfer of such ownership will be effected only through,
records maintained by the depositary therefor or its nominee
(with respect to beneficial interests of participants) or by
participants or persons that hold through participants (with
respect to interests of persons other than participants).
So long as the depositary for a registered global security or
its nominee is the registered owner thereof, such depositary or
such nominee, as the case may be, will be considered the sole
owner or holder of the debt securities represented by such
registered global security for all purposes under the indenture.
Except as provided below, owners of beneficial interests in a
registered global security will not be entitled to have debt
securities of the series represented by
19
such registered global security registered in their names, will
not receive or be entitled to receive physical delivery of debt
securities of such series in definitive form and will not be
considered the owners or holders thereof under the indenture.
Principal, premium, if any, and interest payments on a
registered global security registered in the name of a
depositary or its nominee will be made to such depositary or
nominee, as the case may be, as the registered owner of such
registered global security. None of the company, the trustee or
any paying agent for debt securities of the series represented
by such registered global security will have any responsibility
or liability for any aspect of the records relating to or
payments made on account of beneficial interests in such
registered global security or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
We expect that the depositary for a registered global security
or its nominee, upon receipt of any payment of principal,
premium or interest, will immediately credit participants
accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such
registered global security as shown on the records of such
depositary or its nominee. We also expect that payments by
participants to owners of beneficial interests in such
registered global security held through such participants will
be governed by standing instructions and customary practices, as
is now the case with debt securities held for the accounts of
customers registered in street name, and will be the
responsibility of such participants.
If the depositary for a registered global security representing
debt securities of a particular series is at any time unwilling
or unable to continue as depositary or ceases to be a clearing
agency registered under the Exchange Act and no successor
depositary is appointed within 90 days after we receive
notice or become aware of such condition, we will issue
registered securities of such series in definitive form in
exchange for such registered global security. In addition, we
may at any time and in our sole discretion determine not to have
the debt securities of a particular series represented by one or
more registered global securities and, in such event, will issue
registered securities of such series in definitive form in
exchange for all of the registered global securities
representing debt securities of such series.
Certain
Covenants
Set forth below is a summary of certain of the defined terms
used in the indenture. We urge you to read the indenture for the
full definition of all such terms.
Consolidated Net Tangible Assets means the aggregate
amount of assets (less applicable reserves and other properly
deductible items) after deducting therefrom (1) all current
liabilities (excluding any portion thereof constituting Funded
Debt); and (2) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the most recent consolidated
balance sheet of Teck and computed in accordance with GAAP.
Funded Debt means, as applied to any person, all
Indebtedness created or assumed by such person maturing after,
or renewable or extendable at the option of such person beyond,
12 months from the date of creation thereof.
GAAP means generally accepted accounting principles
in Canada in effect from time to time, unless the persons
most recent audited or quarterly financial statements are not
prepared in accordance with generally accepted accounting
principles in Canada, in which case GAAP will mean
generally accepted accounting principles in the United States in
effect from time to time.
Indebtedness means all obligations for borrowed
money represented by notes, bonds, debentures or similar
evidence of indebtedness and obligations for borrowed money
evidenced by credit, loan or other like agreements.
Mortgage means any mortgage, deed of trust, pledge,
hypothéc, lien, encumbrance, charge or security interest of
any kind.
person means any individual, corporation,
partnership, joint venture, association, limited liability
company, joint stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.
Principal Property means the interest of Teck or any
Restricted Subsidiary in (1) the property located near
Sparwood, British Columbia, Canada, known as the Elkview
Mine, the property located near Elkford, British Columbia,
Canada, known as the Fording River Mine, the
property located near Kamloops, British Columbia, Canada, known
as the Highland Valley copper mine and the property
located near Kotzebue, Alaska, USA, known as the Red Dog
mine; and (2) any (a) mineral property or
(b) manufacturing or processing plant, building, structure,
dam or other facility, together with the land upon which it is
erected and fixtures comprising a part thereof, whether owned as
of the date of the indenture or thereafter acquired or
constructed by Teck or any Restricted Subsidiary, which, in the
case of the items enumerated in each of 2(a) and 2(b) above, is
located in Canada or the United States or its territories or
possessions,
20
the net book value of which interest, in each case, on the date
as of which the determination is being made, is an amount which
exceeds 10% of Consolidated Net Tangible Assets, except any such
mineral property, plant, building, structure, dam or other
facility or any portion thereof, together with the land upon
which it is erected and fixtures comprising a part thereof,
(i) acquired or constructed principally for the purpose of
controlling or abating atmospheric pollutants or contaminants,
or water, noise, odor or other pollution or (ii) which the
board of directors of Teck by resolution declares is not of
material importance to the total business conducted by Teck and
its Restricted Subsidiaries considered as one enterprise.
Restricted Subsidiary means (1) any Subsidiary
(a) substantially all of the property of which is located,
or substantially all of the business of which is carried on,
within Canada or the United States or its territories or
possessions; and (b) which owns or leases a Principal
Property; and (2) any Subsidiary engaged primarily in the
business of owning or holding securities of Restricted
Subsidiaries; provided that the term Restricted
Subsidiary will not include any Subsidiary the principal
assets of which are stock or Indebtedness of persons which
conduct substantially all of their business outside Canada or
the United States or its territories or possessions.
Shareholders Equity means the aggregate amount
of shareholders equity of Teck as shown on the most recent
audited annual consolidated balance sheet of Teck and computed
in accordance with GAAP.
Subsidiary means, at any relevant time, any person
of which the voting shares or other interests carrying more than
50% of the outstanding voting rights attached to all outstanding
voting shares or other interests are owned, directly or
indirectly, by or for Teck and/or one or more Subsidiaries of
Teck.
Negative
Pledge
We will covenant under the indenture that for so long as any of
our debt securities under the indenture are outstanding, and
subject to the provisions of the indenture, we will not, and we
will not permit any Restricted Subsidiary to, create, incur,
issue, assume or otherwise have outstanding any Mortgage on or
over any Principal Property now owned or hereafter acquired by
Teck or a Restricted Subsidiary to secure any Indebtedness, or
on shares of stock or Indebtedness of any Restricted Subsidiary
now owned or hereafter acquired by Teck or a Restricted
Subsidiary to secure any Indebtedness, unless at the time
thereof or prior thereto the debt securities then outstanding
under the indenture (together with, if and to the extent we so
determine, any other Indebtedness then existing or thereafter
created) are secured (for the avoidance of doubt, but only to
the extent of any Mortgage not otherwise permitted pursuant to
the below proviso to this paragraph) equally and rateably with
(or prior to) any and all such Indebtedness for so long as such
Indebtedness is so secured by such Mortgage; provided,
however, such negative pledge will not apply to or operate
to prevent or restrict the following permitted encumbrances:
|
|
|
|
(1)
|
any Mortgage on property, shares of stock or Indebtedness of any
person existing at the time such person becomes a Restricted
Subsidiary or created, incurred, issued or assumed in connection
with the acquisition of any such person;
|
|
|
(2)
|
any Mortgage on any Principal Property created, incurred, issued
or assumed at or prior to the time such property became a
Principal Property or existing at the time of acquisition of
such Principal Property by Teck or a Restricted Subsidiary,
whether or not assumed by Teck or such Restricted Subsidiary;
provided that no such Mortgage will extend to any other
Principal Property of Teck or any Restricted Subsidiary;
|
|
|
(3)
|
any Mortgage on all or any part of any Principal Property
(including any improvements or additions to improvements on a
Principal Property) hereafter acquired, developed, expanded or
constructed by Teck or any Restricted Subsidiary to secure the
payment of all or any part of the purchase price, cost of
acquisition or cost of development, expansion or construction of
such Principal Property or of improvements or additions to
improvements thereon (or to secure any Indebtedness incurred by
Teck or a Restricted Subsidiary for the purpose of financing all
or any part of the purchase price, cost of acquisition or cost
of development, expansion or construction thereof or of
improvements or additions to improvements thereon) created prior
to, at the time of, or within 360 days after the later of,
the acquisition, development, expansion or completion of
construction (including construction of improvements or
additions to improvements thereon), or commencement of full
operation of such Principal Property; provided that no such
Mortgage will extend to any other Principal Property of Teck or
a Restricted Subsidiary other than, in the case of any such
construction, improvement, development, expansion or addition to
improvement, all or any part of any other Principal Property on
which the Principal Property so constructed, developed or
expanded, or the improvement or addition to improvement, is
located;
|
21
|
|
|
|
(4)
|
any Mortgage on any Principal Property of any Restricted
Subsidiary to secure Indebtedness owing by it to Teck or to
another Restricted Subsidiary;
|
|
|
(5)
|
any Mortgage on any Principal Property of Teck to secure
Indebtedness owing by it to a Restricted Subsidiary;
|
|
|
(6)
|
any Mortgage on any Principal Property or other assets of Teck
or any Restricted Subsidiary existing on the date of the
indenture, or arising thereafter pursuant to contractual
commitments entered into prior to the date of the indenture;
|
|
|
(7)
|
any Mortgage on any Principal Property or other assets of Teck
or any Restricted Subsidiary created for the sole purpose of
extending, renewing, altering or refunding any of the foregoing
Mortgages, provided that the Indebtedness secured thereby
will not exceed the principal amount of Indebtedness so secured
at the time of such extension, renewal, alteration or refunding,
plus an amount necessary to pay fees and expenses, including
premiums, related to such extensions, renewals, alterations or
refundings, and that such extension, renewal, alteration or
refunding Mortgage will be limited to all or any part of the
same Principal Property and improvements and additions to
improvements thereon and/or shares of stock and Indebtedness of
a Restricted Subsidiary which secured the Mortgage extended,
renewed, altered or refunded or either of such property or
shares of stock or Indebtedness; or
|
|
|
(8)
|
any Mortgage on any Principal Property or on any shares of stock
or Indebtedness of any Restricted Subsidiary created, incurred,
issued or assumed to secure Indebtedness of Teck or any
Restricted Subsidiary, which would otherwise be subject to the
foregoing restrictions, in an aggregate amount which, together
with the aggregate principal amount of other Indebtedness
secured by Mortgages on any Principal Property or on any shares
of stock or Indebtedness of any Restricted Subsidiary then
outstanding (excluding Indebtedness secured by Mortgages
permitted under the foregoing exceptions) would not then exceed
10% of Consolidated Net Tangible Assets.
|
For purposes of the foregoing, the giving of a guarantee which
is secured by a Mortgage on a Principal Property or on shares of
stock or Indebtedness of any Restricted Subsidiary, and the
creation of a Mortgage on a Principal Property or on shares of
stock or Indebtedness of any Restricted Subsidiary to secure
Indebtedness which existed prior to the creation of such
Mortgage, will be deemed to involve the creation of Indebtedness
in an amount equal to the principal amount guaranteed or secured
by such Mortgage but the amount of Indebtedness secured by
Mortgages on any Principal Property and shares of stock and
Indebtedness of Restricted Subsidiaries will be computed without
cumulating the underlying Indebtedness with any guarantee
thereof or Mortgage securing the same.
The following types of transactions will not be deemed to be
Mortgages securing Indebtedness: any acquisition by Teck or any
Restricted Subsidiary of any property or assets subject to any
reservation or exception under the terms of which any vendor,
lessor or assignor creates, reserves or excepts or has created,
reserved or excepted an interest in base metals, precious
metals, oil, gas or any other mineral or timber in place or the
proceeds thereof; any conveyance or assignment whereby Teck or
any Restricted Subsidiary conveys or assigns to any person or
persons an interest in base metals, precious metals, oil, gas or
any other mineral or timber in place or the proceeds thereof; or
any Mortgage upon any property or assets owned or leased by Teck
or any Restricted Subsidiary or in which Teck or any Restricted
Subsidiary owns an interest to secure to the person or persons
paying the expenses of developing or conducting operations for
the recovery, storage, transportation or sale of the mineral
resources of the said property (or property with which it is
utilized) the payment to such person or persons of Tecks
or the Restricted Subsidiarys proportionate part of such
development or operating expense; provided that such Mortgage
does not extend beyond such property or assets and that the
principal amount of any Indebtedness secured thereby does not
exceed the amount of such expenses.
Consolidation,
Amalgamation and Merger and Sale of Assets
The indenture will provide that we may not consolidate or
amalgamate with or merge into or enter into any statutory
arrangement with any other person, or, directly or indirectly,
convey, transfer or lease all or substantially all our
properties and assets to any person, unless:
|
|
|
|
|
the person formed by or continuing from such consolidation or
amalgamation or into which we are merged or with which we enter
into such statutory arrangement or the person which acquires or
leases all or substantially all of our properties and assets is
organized and existing under the laws of the United States, any
state thereof or the District of Columbia or the laws of Canada
or any province or territory thereof, or, if such consolidation,
amalgamation, merger, statutory arrangement or other transaction
would not impair the rights of the holders of the debt
securities under the indenture, in any other country, provided
that if such successor person is organized
|
22
|
|
|
|
|
under the laws of a jurisdiction other than the United States,
any state thereof or the District of Columbia, or the laws of
Canada or any province or territory thereof, the successor
person assumes our obligations under the debt securities and the
indenture to pay Additional Amounts, and, in connection
therewith, for purposes of the provisions described in
Payment of Additional Amounts and
Tax Redemption below, the reference to
such successor jurisdiction is added with Canada and
Canadian in each place that Canada or
Canadian appears therein;
|
|
|
|
|
|
the successor person expressly assumes or assumes by operation
of law all of our obligations under our debt securities and
under the indenture;
|
|
|
|
immediately before and after giving effect to such transaction,
no event of default and no event which, after notice or lapse of
time or both, would become an event of default, will have
happened and be continuing; and
|
|
|
|
certain other conditions are met.
|
If, as a result of any such transaction, any of our Principal
Properties become subject to a Mortgage, then, unless such
Mortgage could be created pursuant to the indenture provisions
described under Negative Pledge above
without equally and ratably securing our debt securities, we,
simultaneously with or prior to such transaction, will cause our
debt securities to be secured equally and ratably with or prior
to the Indebtedness secured by such Mortgage.
Payment
of Additional Amounts
Unless otherwise specified in the applicable prospectus
supplement, all payments made by or on behalf of us under or
with respect to any series of our debt securities issued under
the indenture (or by any guarantor with respect to any guarantee
of any debt securities) will be made free and clear of and
without withholding or deduction for or on account of any
present or future tax, duty, levy, impost, assessment or other
governmental charge (including penalties, interest and other
liabilities related thereto) imposed or levied by or on behalf
of the Government of Canada or any province or territory thereof
or by any authority or agency therein or thereof having power to
tax (hereinafter Canadian Taxes), unless we are
required to withhold or deduct Canadian Taxes by law or by the
interpretation or administration thereof by the relevant
government authority or agency. If we are so required to
withhold or deduct any amount for or on account of Canadian
Taxes from any payment made under or with respect to the debt
securities issued under the indenture, we will pay to each
holder of such debt securities as additional interest such
additional amounts (Additional Amounts) as may be
necessary so that the net amount received by each such holder
after such withholding or deduction (and after deducting any
Canadian Taxes on such Additional Amounts) will not be less than
the amount such holder would have received if such Canadian
Taxes had not been withheld or deducted. However, no Additional
Amounts will be payable with respect to a payment made to a debt
securities holder (such holder, an Excluded Holder):
|
|
|
|
|
with which we do not deal at arms length (for the purposes
of the Income Tax Act (Canada)) at the time of the making
of such payment;
|
|
|
|
which is subject to such Canadian Taxes by reason of the debt
securities holder being a resident, domicile or national of, or
engaged in business or maintaining a permanent establishment or
other physical presence in or otherwise having some connection
with Canada or any province or territory thereof otherwise than
by the mere holding of the debt securities or the receipt of
payments thereunder;
|
|
|
|
which is subject to such Canadian Taxes by reason of the debt
securities holders failure to comply with any
certification, identification, documentation or other reporting
requirements if compliance is required by law, regulation,
administrative practice or an applicable treaty as a
precondition to exemption from, or a reduction in the rate of
deduction or withholding of, such Canadian Taxes; or
|
|
|
|
which is subject to such Canadian Taxes because the debt
securities holder is not entitled to the benefit of an
applicable treaty by reason of the legal nature of such holder.
|
We will also:
|
|
|
|
|
make such withholding or deduction; and
|
|
|
|
remit the full amount deducted or withheld to the relevant
authority in accordance with applicable law.
|
We will furnish to the holders of the debt securities, within
60 days after the date the payment of any Canadian Taxes is
due pursuant to applicable law, certified copies of tax receipts
or other documents evidencing such payment by us.
23
We will indemnify and hold harmless each holder of debt
securities (other than an Excluded Holder) and upon written
request reimburse each such holder for the amount (excluding any
Additional Amounts that have previously been paid by us) of:
|
|
|
|
|
any Canadian Taxes so levied or imposed and paid by such holder
as a result of payments made under or with respect to the debt
securities;
|
|
|
|
any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto; and
|
|
|
|
any Canadian Taxes imposed with respect to any reimbursement
under the preceding two bullet points, but excluding any such
Canadian Taxes on such holders net income.
|
Wherever in the indenture there is mentioned, in any context,
the payment of principal (and premium, if any), interest, if
any, or any other amount payable under or with respect to a debt
security, such mention will be deemed to include mention of the
payment of Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable in
respect thereof.
Tax
Redemption
Unless otherwise specified in the applicable prospectus
supplement, a series of our debt securities will be subject to
redemption at any time, in whole but not in part, at a
redemption price equal to the principal amount thereof together
with accrued and unpaid interest to, but not including, the date
fixed for redemption, upon the giving of a notice as described
below, if we determine that:
|
|
|
|
|
as a result of (A) any change in or amendment to the laws
(or any regulations or rulings promulgated thereunder) of Canada
(or the jurisdiction of organization of our successor) or of any
political subdivision or taxing authority thereof or therein
affecting taxation, or (B) any change in the official
position regarding the application or interpretation of such
laws, regulations or rulings by any legislative body, court,
governmental agency or regulatory authority (including a holding
by a court of competent jurisdiction), which change or amendment
is announced or becomes effective on or after (i) the date
of the applicable prospectus supplement, or (ii) the date a
party organized in a jurisdiction other than Canada or the
United States becomes our successor, we or such successor, as
applicable, have or will become obligated to pay, on the next
succeeding date on which interest is due, Additional Amounts
with respect to any debt security of such series; or
|
|
|
|
on or after (i) the date of the applicable prospectus
supplement, or (ii) the date a party organized in a
jurisdiction other than Canada or the United States becomes our
successor, any action has been taken by any taxing authority of,
or any decision has been rendered by a court of competent
jurisdiction in, Canada (or the jurisdiction of organization of
our successor) or any political subdivision or taxing authority
thereof or therein, including any of those actions specified in
the first bullet, whether or not such action was taken or such
decision was rendered with respect to us or such successor, as
applicable, or any change, amendment, application or
interpretation will be officially proposed, which, in any such
case, in the written opinion of our legal counsel, will result
in our, or the successor, as applicable, becoming obligated to
pay, on the next succeeding date on which interest is due,
Additional Amounts with respect to any debt security of such
series,
|
and, in any such case, we, in our business judgment, determine
that such obligation cannot be avoided by the use of reasonable
measures available to us.
In the event that we elect to redeem a series of our debt
securities pursuant to the provisions set forth in the preceding
paragraph, we will deliver to the trustee an officers
certificate, signed by two authorized officers, stating that we
are entitled to redeem such series of our debt securities
pursuant to their terms.
Notice of intention to redeem such series of our debt securities
will be given not more than 60 nor less than 30 days prior
to the date fixed for redemption and will specify the date fixed
for redemption.
Provision
of Financial Information
We will file with the trustee, within 15 days after we file
them with the SEC, copies, which may be in electronic format, of
our annual report and of the information, documents and other
reports (or copies of such portions of any of the foregoing as
the SEC may by rules and regulations prescribe) which we are
required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act. Notwithstanding that we may not be
required to remain subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act or otherwise report
on an annual and quarterly basis on forms
24
provided for such annual and quarterly reporting pursuant to
rules and regulations promulgated by the SEC, we will continue
to provide the trustee:
|
|
|
|
|
within 140 days after the end of each fiscal year, the
information required to be contained in annual reports on
Form 20-F,
Form 40-F
or
Form 10-K
as applicable (or any successor form); and
|
|
|
|
within 60 days after the end of each of the first three
fiscal quarters of each fiscal year, the information required to
be contained in reports on
Form 6-K
(or any successor form) which, regardless of applicable
requirements will, at a minimum, contain such information
required to be provided in quarterly reports under the laws of
Canada or any province thereof to security holders of a
corporation with securities listed on the Toronto Stock
Exchange, whether or not we have any of our securities listed on
such exchange.
|
Such information will be prepared in accordance with Canadian
disclosure requirements and GAAP; provided, however, that
we will not be obligated to file such reports with the SEC if
the SEC does not permit such filings.
Events of
Default
The following are summaries of events of default under the
indenture with respect to debt securities of any series:
|
|
|
|
|
default in the payment of any interest on any debt securities of
that series when such interest becomes due and payable, and such
default is continued for 30 days;
|
|
|
|
default in the payment of the principal of (or premium, if any,
on) any debt securities of that series when it becomes due and
payable;
|
|
|
|
default in the performance, or breach, of any of the covenants
of the company in the indenture in respect of the debt
securities of that series and described above under
Consolidation, Amalgamation and Merger and Sale
of Assets;
|
|
|
|
default in the performance, or breach, of any other covenant of
the company in the indenture in respect of the debt securities
of that series, and such default or breach is continued for
60 days after written notice to us as provided in the
indenture;
|
|
|
|
if an event of default (as defined in any indenture or
instrument under which we or one of our Restricted Subsidiaries
has at the time of the indenture or will thereafter have
outstanding any Indebtedness) has occurred and is continuing, or
Teck or any Restricted Subsidiary has failed to pay principal
amounts with respect to such Indebtedness at maturity and such
event of default or failure to pay has resulted in Indebtedness
under such indentures or instruments being declared due, payable
or otherwise being accelerated, in either event so that an
amount in excess of the greater of US$100,000,000 and 2% of our
Shareholders Equity will be or become due, payable and
accelerated upon such declaration or prior to the date on which
the same would otherwise have become due, payable and
accelerated (the accelerated indebtedness), and such
acceleration will not be rescinded or annulled, or such event of
default or failure to pay under such indenture or instrument
will not be remedied or cured, whether by payment or otherwise,
or waived by the holders of such accelerated indebtedness, then
(i) if the accelerated indebtedness will be as a result of
an event of default which is not related to the failure to pay
principal or interest on the terms, at the times, and on the
conditions set out in any such indenture or instrument, it will
not be considered an event of default for purposes of the
indenture governing our debt securities until 30 days after
such Indebtedness has been accelerated, or (ii) if the
accelerated indebtedness will occur as a result of such failure
to pay principal or interest or as a result of an event of
default which is related to the failure to pay principal or
interest on the terms, at the times, and on the conditions set
out in any such indenture or instrument, then (A) if such
accelerated indebtedness is, by its terms, non-recourse to us or
our Restricted Subsidiaries, it will not be considered an event
of default for purposes of the indenture governing our debt
securities; or (B) if such accelerated indebtedness is
recourse to us or our Restricted Subsidiaries, any requirement
in connection with such failure to pay or event of default for
the giving of notice or the lapse of time or the happening of
any further condition, event or act under such other indenture
or instrument in connection with such failure to pay principal
or an event of default will be applicable together with an
additional seven days before being considered an event of
default for purposes of the indenture;
|
|
|
|
certain events of bankruptcy, insolvency or reorganization
occur; and
|
|
|
|
any other events of default provided with respect to debt
securities of that series.
|
25
If an event of default with respect to any series of the debt
securities occurs and is continuing, unless the principal amount
of all of the debt securities of that series will have already
become due and payable, the trustee may, in its discretion, and
will upon request in writing made by the holders of not less
than 25% in aggregate principal amount of the outstanding debt
securities of such affected series, declare by written notice to
us as provided in the indenture, the principal amount of all
debt securities of such affected series and all accrued interest
thereon to be immediately due and payable. However, at any time
after a declaration of acceleration with respect to the debt
securities has been made and before a judgment or decree for
payment of the money due has been obtained, the holders of a
majority in aggregate principal amount of the outstanding debt
securities of that series may, under certain circumstances,
rescind and annul such declaration.
Except in cases of default where the trustee is required to
exercise those rights and powers vested in it by the indenture,
as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs, the trustee is not required
to take any action under the indenture at the request of any
holders of the debt securities unless the holders offer the
trustee protection from expenses and liability satisfactory to
the trustee (called an indemnity). If such indemnity
is provided, the holders of a majority in aggregate principal
amount of the outstanding debt securities may direct the time,
method and place of conducting any lawsuit or other formal legal
action seeking any remedy available to the trustee and these
majority holders may also direct the trustee to perform or
exercise any trust or power granted to the trustee under the
indenture with respect to the debt securities.
No holder of debt securities of any series will have any right
to institute any proceeding with respect to the indenture, or
for the appointment of a receiver or a trustee or for any other
remedy thereunder, unless:
|
|
|
|
(1)
|
such holder has previously given to the trustee written notice
that an event of default has occurred with respect to the debt
securities of such series;
|
|
|
(2)
|
the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of such series make a written
request that the trustee take action because of the default, and
such holder or holders offer an indemnity satisfactory to the
trustee against the cost and other liabilities of taking that
action; and
|
|
|
(3)
|
the trustee has not received from the holders of a majority in
aggregate principal amount of the outstanding debt securities of
such series a direction inconsistent with such request and has
failed to take any action for 60 days after receipt of the
above notice, request and direction.
|
However, such above-mentioned limitations do not apply to a suit
instituted by the holder of a debt security for the enforcement
of payment of the principal of, or any premium, if any, or
interest on such debt securities on or after the applicable due
date specified in such debt securities.
The trustee may withhold notice of any continuing default from
the holders of the debt securities (except a default in the
payment of principal (or premium, if any) or interest, if any),
if it determines in good faith that withholding notice is in the
interest of the holders.
Every year we will furnish to the trustee a written statement of
certain of our officers certifying that to their knowledge we
are in compliance with the indenture and the debt securities or,
if not, specifying any known default.
Modification
and Waiver
Modifications and amendments of the indenture may be made by us,
any applicable guarantor and the trustee with the consent of the
holders of a majority in principal amount of the outstanding
debt securities of each series issued under the indenture
affected by such modification or amendment; provided,
however, that no such modification or amendment may, without
the consent of the holder of each outstanding debt security of
such affected series:
|
|
|
|
|
change the stated maturity of the principal of (or premium, if
any) or any installment of interest, if any, on any debt
security;
|
|
|
|
change any of our obligations to pay Additional Amounts (except
under certain circumstances provided in the indenture);
|
|
|
|
reduce the principal amount of (or premium, if any), or rate of
interest, if any, on any debt security;
|
|
|
|
reduce the amount of principal of a debt security payable upon
acceleration of the maturity thereof or the amount thereof
provable in bankruptcy or adversely affect any right of
repayment at the option of any holder of debt securities;
|
|
|
|
change the place of payment;
|
26
|
|
|
|
|
change the currency of payment of principal of (or premium, if
any) or interest, if any, on any debt security;
|
|
|
|
adversely affect any right to convert or exchange any debt
security;
|
|
|
|
impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security;
|
|
|
|
|
|
reduce the percentage of aggregate principal amount of
outstanding debt securities of such series, the consent of the
holders of which is required for modification or amendment of
the applicable indenture provisions or for waiver of compliance
with certain provisions of the indenture or for waiver of
certain defaults; or
|
|
|
|
|
|
modify any provisions of the indenture relating to the
modification and amendment of the indenture or the waiver of
past defaults of covenants except as otherwise specified in the
indenture.
|
The holders of a majority in principal amount of our outstanding
debt securities of any series may on behalf of the holders of
all debt securities of that series waive, insofar as that series
is concerned, compliance by us with certain restrictive
provisions of the indenture. The holders of a majority in
principal amount of outstanding debt securities of any series
may waive any past default under the indenture with respect to
that series, except a default in the payment of the principal of
(or premium, if any) and interest, if any, on any debt security
of that series or in respect of a provision which under the
indenture cannot be modified or amended without the consent of
the holder of each outstanding debt security of that series. The
indenture or the debt securities may be amended or supplemented,
without the consent of any holder of such debt securities, in
order to, among other things, cure any ambiguity or
inconsistency or to make any change, in any case, that would not
adversely affect any holder of such debt securities.
Defeasance
and Covenant Defeasance
Unless otherwise specified in the applicable prospectus
supplement, the indenture will provide that, at our option, we
(and any applicable guarantor) will be discharged from any and
all obligations in respect of the outstanding debt securities of
any series upon irrevocable deposit with the trustee, in trust,
of money and/or U.S. government securities which will provide
money in an amount sufficient in the opinion of a nationally
recognized firm of financial advisers or independent chartered
accountants as evidenced by a certificate of officers of the
company delivered to the trustee to pay the principal of (and
premium, if any) and interest, if any, on the outstanding debt
securities of such series (hereinafter referred to as a
defeasance) (except with respect to the
authentication, transfer, exchange or replacement of our debt
securities or the maintenance of a place of payment and certain
other obligations set forth in the indenture). Such trust may
only be established if, among other things:
|
|
|
|
|
we have delivered to the trustee an opinion of counsel in the
United States stating that (i) we have received from, or
there has been published by, the United States Internal Revenue
Service a ruling, or (ii) since the date of execution of
the indenture, there has been a change in the applicable United
States federal income tax law, in either case to the effect that
the holders of the outstanding debt securities of such series
will not recognize income, gain or loss for United States
federal income tax purposes as a result of such defeasance and
will be subject to United States federal income tax on the same
amounts, in the same manner and at the same times as would have
been the case if such defeasance had not occurred;
|
|
|
|
we have delivered to the trustee an opinion of counsel in Canada
or a ruling from the Canada Revenue Agency to the effect that
the holders of the outstanding debt securities of such series
will not recognize income, gain or loss for Canadian federal,
provincial or territorial income or other Canadian tax purposes
as a result of such defeasance and will be subject to Canadian
federal, provincial or territorial income and other Canadian tax
on the same amounts, in the same manner and at the same times as
would have been the case had such defeasance not occurred (and
for the purposes of such opinion, such Canadian counsel will
assume that holders of the outstanding debt securities of such
series include holders who are not resident in Canada);
|
|
|
|
no event of default or event that, with the passing of time or
the giving of notice, or both, will constitute an event of
default will have occurred and be continuing on the date of such
deposit;
|
|
|
|
we are not an insolvent person within the meaning of
the Bankruptcy and Insolvency Act (Canada) on the date of
such deposit and after the 91st day following the deposit, the
trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting
creditors rights generally; and
|
|
|
|
other customary conditions precedent are satisfied.
|
27
We may exercise our defeasance option notwithstanding our prior
exercise of our covenant defeasance option described in the
following paragraph if we meet the conditions described in the
preceding paragraph at the time we exercise the defeasance
option.
The indenture will provide that, at our option, unless and until
we have exercised our defeasance option described above with
respect to debt securities of the same series, we (and any
applicable guarantor) may omit to comply with the covenants
described under Negative Pledge, and
certain aspects of the covenant described under
Consolidation, Amalgamation, Merger and Sale of Assets
and certain other covenants and such omission will not be deemed
to be an event of default under the indenture and our
outstanding debt securities upon irrevocable deposit with the
trustee, in trust, of money and/or U.S. government securities
which will provide money in an amount sufficient in the opinion
of a nationally recognized firm of financial advisers or
independent chartered accountants as evidenced by a certificate
of officers of the company delivered to the trustee to pay the
principal of (and premium, if any) and interest, if any, on the
outstanding debt securities (hereinafter referred to as
covenant defeasance). If we exercise our covenant
defeasance option, the obligations under the indenture other
than with respect to such covenants and the events of default
other than with respect to such covenants will remain in full
force and effect. Such trust may only be established if, among
other things:
|
|
|
|
|
we have delivered to the trustee an opinion of counsel in the
United States to the effect that the holders of our outstanding
debt securities will not recognize income, gain or loss for
United States federal income tax purposes as a result of such
covenant defeasance and will be subject to United States federal
income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant
defeasance had not occurred;
|
|
|
|
we have delivered to the trustee an opinion of counsel in Canada
or a ruling from the Canada Revenue Agency to the effect that
the holders of our outstanding debt securities will not
recognize income, gain or loss for Canadian federal, provincial
or territorial income or other Canadian tax purposes as a result
of such covenant defeasance and will be subject to Canadian
federal, provincial or territorial income and other Canadian tax
on the same amounts, in the same manner and at the same times as
would have been the case had such covenant defeasance not
occurred (and for the purposes of such opinion, such Canadian
counsel will assume that holders of our outstanding debt
securities include holders who are not resident in Canada);
|
|
|
|
no event of default or event that, with the passing of time or
the giving of notice, or both, will constitute an event of
default will have occurred and be continuing on the date of such
deposit;
|
|
|
|
we are not an insolvent person within the meaning of
the Bankruptcy and Insolvency Act (Canada) on the date of
such deposit and after the 91st day following the deposit, the
trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting
creditors rights generally; and
|
|
|
|
other customary conditions precedent are satisfied.
|
Governing
Law
The indenture and the offered debt securities will be governed
by, and construed in accordance with, the laws of the State of
New York.
Consent
to Service
Under the indenture, Teck will irrevocably appoint CT
Corporation System, 111 8th Avenue, New York,
New York 10011, as its authorized agent upon which process may
be served in any suit or proceeding arising out of or relating
to the indenture or the offered debt securities that may be
instituted in any federal or New York state court located in the
Borough of Manhattan, in the City of New York, or brought by the
trustee (whether in its individual capacity or in its capacity
as trustee under the indenture), and will irrevocably submit to
the non-exclusive jurisdiction of such courts.
Discharge
of the Indenture
We may satisfy and discharge our obligations under the indenture
with respect to the offered debt securities by delivering to the
trustee for cancellation all such outstanding debt securities or
by depositing with the trustee or the paying agent, after such
debt securities have become due and payable, whether at stated
maturity, on any redemption date or otherwise, cash sufficient
to pay all of the outstanding debt securities and pay all other
sums payable under the indenture by us.
28
Enforceability
of Judgments
We are incorporated under and governed by the laws of Canada.
Many of our assets are located outside the United States and
most of our directors and officers and some of the experts named
in this prospectus are not residents of the United States. As a
result, it may be difficult for you to effect service within the
United States upon us and upon those directors, officers and
experts, or to realize in the United States upon judgments of
courts of the United States predicated upon our civil liability
and the civil liability of our directors, officers or experts
under the United States federal securities laws. We have been
advised by our Canadian counsel, Lang Michener LLP, that there
is doubt as to the enforceability in Canada by a court in
original actions, or in actions to enforce judgments in United
States courts, of civil liabilities predicated upon United
States federal securities laws.
PRICE
RANGE AND TRADING VOLUMES
The Class A common shares are listed and posted for trading
on the Toronto Stock Exchange (the TSX) under the
symbol TCK.A. The Class B subordinate voting
shares are listed and posted for trading on the TSX and the New
York Stock Exchange under the symbols TCK.B and
TCK, respectively. The following tables set forth
the reported high and low closing sale prices and the aggregate
volume of trading of the Class A common shares and the
Class B subordinate voting shares on the TSX during the
12 months preceding the date of this prospectus.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common shares
|
|
|
Class B subordinate voting shares
|
|
Date
|
|
High
|
|
|
Low
|
|
|
Volume
|
|
|
Date
|
|
High
|
|
|
Low
|
|
|
Volume
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
April
|
|
$
|
15.50
|
|
|
$
|
9.99
|
|
|
|
183,600
|
|
|
April
|
|
$
|
12.53
|
|
|
$
|
7.80
|
|
|
|
313,527,100
|
|
May
|
|
$
|
20.80
|
|
|
$
|
16.19
|
|
|
|
169,900
|
|
|
May
|
|
$
|
17.15
|
|
|
$
|
13.49
|
|
|
|
232,864,300
|
|
June
|
|
$
|
20.96
|
|
|
$
|
18.78
|
|
|
|
154,200
|
|
|
June
|
|
$
|
20.69
|
|
|
$
|
17.32
|
|
|
|
196,221,500
|
|
July
|
|
$
|
29.50
|
|
|
$
|
19.00
|
|
|
|
106,600
|
|
|
July
|
|
$
|
28.35
|
|
|
$
|
17.87
|
|
|
|
210,518,400
|
|
August
|
|
$
|
30.70
|
|
|
$
|
27.49
|
|
|
|
109,400
|
|
|
August
|
|
$
|
29.80
|
|
|
$
|
26.42
|
|
|
|
111,782,700
|
|
September
|
|
$
|
31.25
|
|
|
$
|
26.50
|
|
|
|
74,500
|
|
|
September
|
|
$
|
30.54
|
|
|
$
|
25.51
|
|
|
|
81,802,300
|
|
October
|
|
$
|
35.30
|
|
|
$
|
28.92
|
|
|
|
91,600
|
|
|
October
|
|
$
|
35.11
|
|
|
$
|
28.24
|
|
|
|
88,628,200
|
|
November
|
|
$
|
37.72
|
|
|
$
|
31.46
|
|
|
|
88,200
|
|
|
November
|
|
$
|
37.48
|
|
|
$
|
31.14
|
|
|
|
66,190,900
|
|
December
|
|
$
|
40.65
|
|
|
$
|
35.61
|
|
|
|
58,300
|
|
|
December
|
|
$
|
39.80
|
|
|
$
|
34.84
|
|
|
|
68,121,900
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
$
|
42.89
|
|
|
$
|
35.40
|
|
|
|
66,800
|
|
|
January
|
|
$
|
41.79
|
|
|
$
|
35.01
|
|
|
|
60,488,200
|
|
February
|
|
$
|
40.52
|
|
|
$
|
34.50
|
|
|
|
67,600
|
|
|
February
|
|
$
|
39.78
|
|
|
$
|
33.89
|
|
|
|
87,428,600
|
|
March
|
|
$
|
44.99
|
|
|
$
|
40.60
|
|
|
|
33,600
|
|
|
March
|
|
$
|
44.25
|
|
|
$
|
39.94
|
|
|
|
67,150,100
|
|
April
|
|
$
|
47.60
|
|
|
$
|
41.00
|
|
|
|
64,700
|
|
|
April
|
|
$
|
46.75
|
|
|
$
|
39.92
|
|
|
|
65,795,800
|
|
May
|
|
$
|
39.47
|
|
|
$
|
33.20
|
|
|
|
137,500
|
|
|
May
|
|
$
|
39.53
|
|
|
$
|
31.96
|
|
|
|
110,113,200
|
|
June 1 4
|
|
$
|
37.25
|
|
|
$
|
34.61
|
|
|
|
11,600
|
|
|
June 1 4
|
|
$
|
36.06
|
|
|
$
|
32.77
|
|
|
|
18,338,800
|
|
CERTAIN
INCOME TAX CONSEQUENCES
The applicable prospectus supplement will describe to an
investor who is a non-resident of Canada certain Canadian
federal income tax consequences of acquiring, owning and
disposing of any offered debt securities offered thereunder. The
applicable prospectus supplement will also describe certain
United States federal income tax consequences of the
acquisition, ownership and disposition of any offered debt
securities offered thereunder by an initial investor who is a
United States person (within the meaning of the United States
Internal Revenue Code).
PLAN OF
DISTRIBUTION
We may sell the offered debt securities to or through
underwriters or dealers, and also may sell such offered debt
securities to one or more other purchasers directly or through
agents. In addition, we may issue the offered debt securities
pursuant to one or more exchange offers for our previously
issued debt securities.
The applicable prospectus supplement will set forth the terms of
the offering relating to the particular offered debt securities,
including, to the extent applicable, the name or names of any
underwriters or agents, the proceeds to us from the
29
sale of the offered debt securities, the terms of any exchange
offer, any underwriting discount or commission and any
discounts, concessions or commissions allowed or reallowed or
paid by any underwriter to other dealers. Any offering price and
any discounts, concessions or commissions allowed or reallowed
or paid to dealers may be changed from time to time.
The offered debt securities may be sold or exchanged from time
to time in one or more transactions at a fixed price or prices,
which may be changed, or at market prices prevailing at the time
of sale or exchange, at prices related to such prevailing market
prices or at prices to be negotiated with purchasers.
In connection with the issuance of the offered debt securities,
underwriters may receive compensation from us or from purchasers
of such offered debt securities for whom they may act as agents
in the form of concessions or commissions. Underwriters, dealers
and agents that participate in the distribution of the offered
debt securities may be deemed to be underwriters and any
commissions received by them from us and any profit on the
resale of such offered debt securities by them may be deemed to
be underwriting commissions under the U.S. Securities Act of
1933, as amended (the Securities Act).
If so indicated in the applicable prospectus supplement, we may
authorize dealers or other persons acting as our agents to
solicit offers by certain institutions to purchase or exchange
the offered debt securities directly from us pursuant to
contracts providing for payment and delivery on a future date.
Such contracts will be subject only to the conditions set forth
in such prospectus supplement, which will also set forth the
commission payable for solicitation of such contracts.
Underwriters, dealers and agents who participate in the
distribution of the offered debt securities may be entitled
under agreements to be entered into with us to indemnification
by us against certain liabilities, including liabilities under
the Securities Act, or to contributions with respect to payments
which such underwriters, dealers, or agents may be required to
make in respect thereof. Such underwriters, dealers and agents
may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.
In connection with any offering of offered debt securities,
underwriters may over-allot or effect transactions which
stabilize or maintain the market price of the offered debt
securities offered at a level above that which might otherwise
prevail in the open market. Such transactions, if commenced, may
be discontinued at any time.
The offered debt securities will not be distributed, directly or
indirectly, in Canada or to residents of Canada in contravention
of the securities laws of any province or territory of Canada.
Each series of offered debt securities will be a new issue of
debt securities with no established trading market. Unless
otherwise specified in the applicable prospectus supplement
relating to a series of offered debt securities, the offered
debt securities will not be listed on any securities exchange or
automated quotation system and you may not be able to resell any
such offered debt securities purchased. Certain broker-dealers
may make a market in the offered debt securities, but will not
be obligated to do so and may discontinue any market making at
any time without notice. No assurance can be given that any
broker-dealer will make a market in the offered debt securities
of any series or as to the liquidity of the trading market for
the offered debt securities of any series.
LEGAL
MATTERS
Unless otherwise specified in the applicable prospectus
supplement, certain matters of Canadian law will be passed upon
on our behalf by Lang Michener LLP, Toronto and Vancouver,
Canada and certain matters of United States law will be passed
upon on our behalf by Paul, Weiss, Rifkind, Wharton &
Garrison LLP, New York, New York. In addition, certain matters
of United States law will be passed upon for the underwriters by
Shearman & Sterling LLP, Toronto, Canada.
EXPERTS
Our auditors, PricewaterhouseCoopers LLP, Chartered Accountants,
have prepared an opinion with respect to our consolidated
financial statements as at and for the year ended
December 31, 2009, which consolidated financial statements
and opinion have been incorporated by reference herein.
Each of Paul C. Bankes, P.Geo., Americo Zuzunaga AIMM, Don
Mills, P.Geol. and Ross Pritchard, P.Eng. has acted as a
Qualified Person (as such term is defined in National Instrument
43-101
Standards of Disclosure for Mineral Projects) in
connection with the estimates of mineral reserves and resources
presented in Tecks Annual Information Form dated
March 15, 2010 for the year ended December 31, 2009,
which has been incorporated by reference herein. Mr. Bankes
is our employee. Messrs. Mills and Pritchard are employees
of Teck Coal Partnership, which is directly and indirectly
wholly-owned by Teck. Mr. Zuzunaga is an employee of
Compañía Minera Antamina S.A., in which we hold a
30
22.5% share interest. Sproule Unconventional Limited has acted
as an independent reserves evaluator in connection with our
interest in the Fort Hills, Frontier and Equinox oil sands
projects. Messrs. Bankes, Zuzunaga, Mills and Pritchard,
and the principals of Sproule Unconventional Limited hold
beneficially, directly or indirectly, less than 1% of any class
of our securities.
The partners and associates of Lang Michener LLP, as a group,
hold beneficially, directly or indirectly, less than 1% of any
class of our securities.
DOCUMENTS
FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been filed with the SEC as part of
the registration statement of which this prospectus is a part
insofar as required by the SECs
Form F-9:
|
|
|
|
(a)
|
the documents listed under Where You Can Find More
Information in this prospectus;
|
|
|
(b)
|
the consent of our independent accountants,
PricewaterhouseCoopers LLP;
|
|
|
(c)
|
the consent of our Canadian counsel, Lang Michener LLP;
|
|
|
(d)
|
the consents of Paul C. Bankes, P.Geo., an employee of Teck,
Americo Zuzunaga, AIMM, an employee of Compañía Minera
Antamina S.A., Don Mills, P.Geol., and Ross Pritchard, P.Eng.,
employees of Teck Coal Partnership, and Sproule Unconventional
Limited;
|
|
|
(e)
|
powers of attorney from directors and officers of Teck and Teck
Metals;
|
|
|
(f)
|
the form of the indenture relating to the debt securities; and
|
|
|
(g)
|
statement of eligibility of the trustee on
Form T-1.
|
31
AUDITORS
CONSENT
We have read the short form base shelf prospectus (the
prospectus) of Teck Resources Limited (the
company) dated June 7, 2010 relating to the
offer, from time to time, of up to an aggregate principal amount
of US$6,000,000,000 (or the equivalent in other currencies) of
debt securities of the company. We have complied with Canadian
generally accepted standards for an auditors involvement
with offering documents.
We consent to the incorporation by reference in the
above-mentioned prospectus of our report to the shareholders of
the company with respect to the consolidated balance sheets of
the company as at December 31, 2009 and December 31,
2008 and the related consolidated statements of earnings,
comprehensive income, shareholders equity and cash flows
for each of the years in the three-year period ended
December 31, 2009 and the effectiveness of internal control
over financial reporting. Our report to the shareholders is
dated February 23, 2010, except for Note 3(b)(ii)
which is as of March 5, 2010.
(signed) PricewaterhouseCoopers LLP
Chartered Accountants
Vancouver, Canada
June 7, 2010
32
US$2,000,000,000
Teck Resources
Limited
US$300,000,000 3.15% Notes
due 2017
US$700,000,000 4.75% Notes
due 2022
US$1,000,000,000 6.25% Notes
due 2041
Fully and Unconditionally Guaranteed by Teck Metals Ltd.
PROSPECTUS SUPPLEMENT
June 29, 2011
Joint Book-Running Managers
Citi
BofA Merrill Lynch
J.P. Morgan
Goldman, Sachs &
Co.
RBC Capital Markets
Co-Managers
CIBC
Morgan Stanley
RBS
UBS Investment Bank
Barclays Capital
BNP PARIBAS
Deutsche Bank
Securities
HSBC
Mizuho Securities
Scotia Capital