13D Filing: MacKenzie B. Davis and Kenneth L. Settles’ Sailingstone Capital Partners and Taseko Mines Ltd (TGB)

Item 1.

Security and Issuer.

This Amendment No. 1 to the Statement on Schedule 13D relates to the Common Stock (the “Shares”) of Taseko Mines Limited (the “Issuer”).  The address of the principal executive offices of the Issuer is 1040 West Georgia Street, Suite 1500, Vancouver, BC, Canada V6E 4H1.

Item 2.

Identity and Background.

This Amendment No. 1 to the Statement on Schedule 13D is being jointly filed by: (i) SailingStone Capital Partners LLC, a Delaware limited liability company registered as an investment adviser with the U.S. Securities and Exchange Commission (“SailingStone”); (ii) SailingStone Holdings LLC, a Delaware limited liability company (“SailingStone Holdings”), which is the general partner of SailingStone GP LP, which is a Delaware limited partnership that serves as managing member of SailingStone; (iii) MacKenzie B. Davis, a United States citizen who is a managing member of SailingStone Holdings and a control person of SailingStone and SailingStone Holdings (“Davis”); (iv) Kenneth L. Settles Jr., a United States citizen who is a managing member of SailingStone Holdings and a control person of SailingStone and SailingStone Holdings (“Settles”); and (v) RS Global Natural Resources Fund (the “Fund”), a separate investment series of RS Investment Trust, an investment company registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended, for which SailingStone serves as sub-investment adviser.  (SailingStone, SailingStone Holdings, Davis, Settles and the Fund are sometimes also referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons”).  Further information regarding the identity and background of the Reporting Persons is set forth in the Exhibit B to the initial Statement on Schedule 13D as filed by the Reporting Persons on February 19, 2016, which is incorporated by reference herein.

During the last five years, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of their respective executive officers, their respective managing members or any persons controlling their respective managing members has: (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

The Shares herein reported as being beneficially owned by the Reporting Persons were acquired by SailingStone directly acting solely on behalf of its investment advisory clients.  SailingStone has purchased a total of 23,077,317 Shares in open-market purchases for an aggregate consideration of $532,349,303 (exclusive of brokerage commissions).  To the best knowledge of the Reporting Persons, the funds used in such purchases were from SailingStone’s available investment capital and none of the consideration for such Shares was represented by borrowed funds.

Item 4.

Purpose of Transaction.

The Reporting Persons have acquired the Shares for investment purposes and will continue to analyze their investment in the Issuer on an ongoing basis. As part of this investment analysis process, the Reporting Persons reserve the right to engage in discussions with management of the Issuer and with third parties that may have an interest in the business affairs of the Issuer in order to monitor their investment and consider possible strategic alternatives.  In addition, the Reporting Persons may suggest changes to the composition of the Issuer’s Board of Directors as circumstances warrant.

As previously disclosed, the Reporting Persons have acquired the Shares for investment purposes.  On February 22, 2016, a Voting Support and Nomination Agreement (the “Agreement”), was entered into by and among certain Reporting Persons (the “SailingStone Parties”) and the Issuer.  Pursuant to the Agreement, the Issuer agrees to consult with the SailingStone Parties with respect to the nomination of two new independent directors of the Issuer who shall have certain professional qualifications and be acceptable to the SailingStone Parties (the “New Nominees”).  Neither of the New Nominees shall be: (a) a director, officer, employee or affiliate of Hunter Dickinson Inc. (“HDI”) or HDI-affiliated entities; or (b) a director, officer, employee, affiliate, shareholder or partner of Raging River Capital LP or certain related entities (the “Raging River Entities”).  Pursuant to the Agreement, the Issuer will amend its Corporate Governance Policies and Procedures Manual to provide that: (i) proposed acquisitions by the Issuer in which HDI-related entities or persons have a shareholder interest will be submitted to shareholders, who will be asked to consider and vote on such acquisitions; and (ii) a say-on-pay resolution will be submitted to shareholders at each general meeting of the Issuer, pursuant to which shareholders will be asked to vote on an advisory basis as to the acceptability of the Issuer’s executive compensation and fees paid to HDI and HDI-affiliated parties and persons under any services agreement.

As described in the Agreement, at the Issuer’s 2016 annual meeting, SailingStone Capital Partners LLC (“SailingStone Capital”) will vote in favor of the election of the New Directors, as well as the election of Ronald W. Thiessen (Chairman), William Armstrong, Robert A. Dickinson, Russell Hallbauer, Alexander G. Morrison (Lead Director), Richard Mundie and Linda Thorstad, as directors of the Issuer and certain other routine matters, and against any other resolutions proposed or supported by any of the Raging River Entities.  The SailingStone Parties further agree under the Agreement that at any meeting of the Issuer’s shareholders held prior to the 2016 Meeting, SailingStone Capital will vote consistent with the foregoing.

The SailingStone Parties agreed to certain customary standstill provisions for a period of two years from the date of the Agreement.  The SailingStone Parties also agreed to certain customary provisions regarding transactions in Shares prior to the Issuer’s 2016 annual meeting.  Pursuant to the terms of the Agreement, the SailingStone Parties are not required to take or omit to take any action to the extent such action (or omission of action) would reasonably be expected to be inconsistent with the SailingStone Parties’ fiduciary duties or obligations under the U.S. Investment Advisers Act of 1940 or the U.S. Investment Company Act of 1940.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is incorporated herein by reference to Exhibit 99.1 to the Issuer’s Report on Form 6-K as furnished to the U.S. Securities Exchange Commission by the Issuer in a filing made on February 26, 2016.

Depending upon such discussions and consideration of strategic alternatives, the Reporting Persons could support one or more of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  The Reporting Persons reserve the right to formulate other purposes, plans or proposals regarding the Issuer to the extent deemed advisable by the Reporting Persons in light of current market conditions generally and specifically as they relate to the Issuer. The Reporting Persons further reserve the right to add to or reduce their holdings in the Issuer at any time as circumstances warrant without prior notice.

Item 5.

Interest in Securities of the Issuer.

Based on the most recently available filing information submitted to the Securities and Exchange Commission by the Issuer, there are 221,106,000 Shares outstanding.  As of February 26, 2016, the Reporting Persons collectively may be deemed to beneficially own 23,077,317 Shares, which represents 10.44% of the outstanding Shares.  The number of Shares which may be deemed to be beneficially owned by the Reporting Persons are as follows:

Shares Deemed to be
Beneficially Owned By:

Nature of
Ownership

Percentage
of Class

23,077,317

Sole Voting and Sole Dispositive Power  (1)

23,077,317

Shared Voting and Shared Dispositive Power  (2)

23,077,317

Shared Voting and Shared Dispositive Power  (3)

23,077,317

Shared Voting and Shared Dispositive Power  (4)

20,330,891

Shared Voting and Shared Dispositive Power  (5)

Item 6.

Contracts, Arrangements, Understandings or Relations With Respect to Securities of the Issuer.

The description of the Agreement set forth about in Item 4 is incorporated by reference in response to this Item 6.

Item 7.

Materials Filed as Exhibits.