UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 17, 2015

ALLIED NEVADA GOLD CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware

1-33119

20-5597115

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9790 Gateway Drive, Suite 200

Reno, Nevada

89521

(Address of principal executive offices)

(Zip Code)

(775) 358-4455

(Registrant’s Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

As previously disclosed, on March 10, 2015, Allied Nevada Gold Corp. (the “Company” or “Allied Nevada”), a Delaware corporation, and certain of its domestic direct and indirect subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Filing”) under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). During the pendency of the Bankruptcy Filing, the Debtors are operating their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

On July 23, 2015, the Debtors entered into an amended and restated restructuring support agreement (the “Amended RSA”) with (i) certain holders of the Company’s CDN $400 million 8.75% senior unsecured notes due 2019, issued by Allied Nevada pursuant to that certain indenture dated as of May 25, 2012 by and between Allied Nevada and Computershare Trust Company of Canada and (ii) the Company’s secured bank lenders.

On September 17, 2015, the Debtors obtained a waiver (the “Waiver”) from the Requisite Consenting Noteholders (as defined in the Amended RSA) and the Requisite Secured Lenders (as defined in the Amended RSA), providing that they shall grant all waivers and consents that may be necessary or required under the Amended RSA to waive the Creditor Party Termination Event arising under Section 5(a)(vi) of the Amended RSA as a result of the Bankruptcy Court granting relief terminating the automatic stay (as set forth in section 362 of the Bankruptcy Code) with respect to those assets set forth on Schedule A of Exhibit 10.1 attached hereto.

The foregoing description of the Waiver is qualified in its entirety by reference to the Waiver attached hereto as Exhibit 10.1 and incorporated herein by reference. Please see the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2015 for further information on, and a copy of, the Amended RSA.

Item 8.01.

Other Events.

On March 12, 2015, in connection with the Bankruptcy Filing, the Company entered into a Secured Multiple Draw Debtor-in-Possession Credit Agreement (as amended by that certain Waiver and Amendment No. 1, dated as of May 7, 2015, that certain Waiver No. 2, dated as of June 8, 2015, and as further amended, waived or otherwise modified from time to time prior to the date hereof, the “DIP Credit Agreement”), among the Company, as borrower, the direct and indirect subsidiaries of the Company party thereto from time to time, as guarantors (together with the Company, the “Obligors”), Wilmington Savings Funds Society, FSB, as administrative agent and collateral agent and the lenders from time to time party thereto. On September 17, 2015, the Company was informed that majority DIP lenders agreed to waive any default or event of default and any anticipated default or event of default arising solely under Section 13.1(w)(i)(D), Section 13.1(w)(x) and Section 13.1(w)(xix) of the DIP Credit Agreement directly as a result of any non-payment of certain capital lease obligations of the Obligors and the lifting of the automatic stay, in each case, solely with respect to the same assets that are set forth on Schedule A of Exhibit 10.1 attached hereto.

On September 18, 2015, the Company was informed that, effective September 11, 2015, the majority DIP lenders agreed to waive any default or event of default and any anticipated default or event of default arising solely out of non-compliance with Section 11.1(jj) of the DIP Credit Agreement, solely with respect to the Obligors’ failure to complete construction of the Hycroft Demonstration Plant (as defined therein) within six (6) months after the Closing Date (as defined therein) and at a cost not greater than $2,500,000; provided that such waiver will cease to be effective if the construction of Hycroft Demonstration Plant is not completed on or prior to October 12, 2015 or the cost of completing the Hycroft Demonstration Plant exceeds $3,000,000.

Please see the Company’s Current Report on Form 8-K filed with the SEC on March 10, 2015 for further information on, and a copy of, the DIP Credit Agreement.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Exhibit

Exhibit 10.1		Waiver to Amended and Restated Restructuring Support Agreement, dated as of September 17, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit Index


Exhibit No.		Exhibit

Exhibit 10.1		Waiver to Amended and Restated Restructuring Support Agreement, dated as of September 17, 2015

Dated: September 21, 2015

Allied Nevada Gold Corp.

/s/ Stephen M. Jones

Stephen M. Jones

Executive Vice President and Chief Financial Officer

Allied Nevada Gold Corp. 8-K