SCHEDULE: Elliott Boosts Triple Flag Stake, Secures $300M Loan

Elliott Investment Management has increased its beneficial ownership in Triple Flag Precious Metals to 64.5% and secured $300 million in margin loans against a portion of its shares.

Summary

• Elliott Investment Management L.P. (Reporting Person) filed an Amendment No. 2 to its Schedule 13D for Triple Flag Precious Metals Corp.
• The Reporting Person's beneficial ownership in Triple Flag Precious Metals Corp. is 133,248,215 Common Shares, representing 64.5% of the outstanding shares.
• The aggregate purchase price of the Common Shares reported is approximately $1,015,541,159.
• A previously disclosed variable price forward sale transaction settled on March 31, 2026, with TFM Aggregator selling 567,512 Common Shares at $35.88 per share to Goldman Sachs International (GSI).
• A new variable price forward sale transaction (March 2026 Confirmation) was entered into on March 31, 2026, covering up to 3,880,000 Common Shares, with settlement over a calculation period of up to three months.
• Elliott International, L.P. borrowed $204 million under a Margin Loan Agreement, secured by 15,558,267 Common Shares.
• Elliott Associates, L.P. borrowed $96 million under a separate Margin Loan Agreement, secured by 7,321,538 Common Shares.
• The total margin loans amount to $300 million, secured by a total of 22,879,805 Common Shares.
• These margin loan facilities mature on March 31, 2027.
• Triple Flag Mining Aggregator S. r.l. provided limited recourse guarantees for both margin loans, with recourse limited solely to the pledged collateral.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-slightly positive development. While the margin loans introduce some risk, Elliott's continued significant stake and expressed confidence in Triple Flag's strategic direction are reassuring. The financing is a common strategy for large shareholders.

Positives

• Elliott Investment Management L.P. intends for TFM Aggregator to remain a significant shareholder of Triple Flag Precious Metals Corp.
• Elliott Investment Management L.P. continues to express great confidence in Triple Flag Precious Metals Corp.'s leadership, quality of its assets, and strategic direction.

Negatives

• The margin loan agreements introduce the risk of forced sales of pledged securities if Elliott International or Elliott defaults on their obligations, potentially impacting Triple Flag's share price.
• Borrowers may be required to post additional collateral in certain circumstances, which could strain liquidity.
• Dividends and other distributions on pledged securities are required to be paid into collateral accounts, reducing immediate cash flow from these shares for the pledgor.

Risks

• **Margin Loan Default Risk**: If Elliott International or Elliott defaults on their obligations under the Margin Loan Agreements, lenders can declare all outstanding amounts immediately due and payable.
• **Collateral Foreclosure Risk**: In case of default and inability to pay, lenders may foreclose on and dispose of the pledged securities (22,879,805 Common Shares).
• **Additional Collateral Requirements**: Borrowers may be required to post additional collateral in certain circumstances, which could create liquidity demands.
• **Limited Recourse Guarantee Limitations**: The guarantee provided by Triple Flag Mining Aggregator S. r.l. is limited solely to the collateral, and neither JPM nor any Lender has other recourse to the Guarantor or its other assets.
• **Luxembourg Law Limitations**: The maximum liability of the Luxembourg Guarantor is limited to the greater of 95% of its own funds (plus Intra-Group Liabilities) as of the agreement date, or 90% of its own funds (plus Intra-Group Liabilities) as of the date the guarantee is called.
• **Market Disruption Event**: The variable price forward sale transaction includes provisions for market disruption events, which could affect the calculation of the Forward Price or lead to postponement of the Scheduled Valuation Date.
• **Regulatory Disruption**: Goldman Sachs International may deem a Market Disruption Event to have occurred if it needs to refrain from or decrease market activity due to legal, regulatory, or self-regulatory requirements.
• **Ownership Limitations**: Provisions exist to prevent Goldman Sachs International from exceeding certain beneficial ownership thresholds (e.g., 4.9% Section 13 Percentage), which could affect settlement or remedies.

Future Outlook

Elliott Investment Management L.P. intends for Triple Flag Mining Aggregator S. r.l. to remain a significant shareholder of Triple Flag Precious Metals Corp. and continues to have great confidence in the Issuer's leadership, quality of its assets, and strategic direction. The new variable price forward sale transaction has a calculation period of up to three months, and the margin loan facilities mature on March 31, 2027.

Management Comments

• The Reporting Person intends for TFM Aggregator to remain a significant shareholder of the Issuer and continues to have great confidence in the Issuer's leadership, quality of its assets and strategic direction.

Industry Context

StockSavvy.ai notes that the use of margin loans and variable price forward sales by a significant shareholder like Elliott Investment Management is a common strategy for sophisticated investors to leverage their positions or manage exposure without fully divesting. This type of financing can provide liquidity while maintaining a long-term strategic stake, which is typical in the precious metals sector where long-term asset value is key. The continued expression of confidence in Triple Flag's leadership and assets suggests a belief in the company's underlying value despite the financing arrangements.

Comparison to Industry Standards

• The 64.5% beneficial ownership by Elliott Investment Management is a substantial controlling stake, significantly higher than typical institutional investor positions in publicly traded companies, indicating a deep conviction or activist stance.
• Margin loan facilities of $300 million, secured by approximately 17% (22.88M / 133.25M) of Elliott's total beneficial ownership, are standard for large equity positions, allowing for capital flexibility.
• The variable price forward sale covering up to 3.88 million shares is a common derivative strategy used by large shareholders to monetize a portion of their holdings over time, often to manage risk or generate cash flow, similar to practices seen with other major shareholders in the mining or commodity sectors.
• The limited recourse nature of the guarantee, restricting lenders solely to the collateral, is a standard feature in such structured financing, protecting the broader assets of the guarantor.

Stakeholder Impact

• **Shareholders**: The significant beneficial ownership by Elliott Investment Management (64.5%) indicates a strong, concentrated ownership structure. The margin loans introduce a risk of forced share sales if Elliott defaults, which could put downward pressure on the stock price. However, Elliott's stated confidence in the company could be seen as a positive signal.
• **Creditors (JPMorgan Chase Bank, N.A. and other Lenders)**: Their loans are secured by a first priority security interest in a substantial number of Triple Flag Common Shares, and they benefit from limited recourse guarantees.
• **Company (Triple Flag Precious Metals Corp.)**: The company's shares are being used as collateral for loans to a major shareholder. While this doesn't directly impact the company's operations, a large block of shares being subject to potential foreclosure could create market overhang.

Next Steps

• Settlement of the new March 2026 Confirmation variable price forward sale transaction over a calculation period of up to three months.
• Maturity of the Margin Loan Agreements on March 31, 2027.
• Potential requirement for Elliott International or Elliott to post additional collateral under the Margin Loan Agreements.
• Continued compliance by Counterparty with reporting obligations under Section 13 and Section 16 of the Exchange Act.

Key Dates

Recommendation

The filing indicates a significant shareholder, Elliott Investment Management, is leveraging its position through margin loans and a forward sale. While Elliott expresses confidence in Triple Flag, the use of pledged shares as collateral introduces a risk of forced selling in adverse market conditions or if Elliott faces financial difficulties, which could negatively impact the stock price. However, the core business of Triple Flag is not directly affected, and Elliott's continued large stake suggests a long-term view. Therefore, a "hold" recommendation is appropriate, advising investors to monitor Elliott's position and Triple Flag's performance without immediate action.

Keywords

Triple Flag Precious Metals, Elliott Investment Management, Schedule 13D, Margin Loan, Forward Sale, SEC Filing, Beneficial Ownership, Corporate Finance, Goldman Sachs, JPMorgan Chase, Precious Metals, Mining Aggregator, Equity Financing, Collateral, Guarantor, Luxembourg Law, New York Law