Announcement of Expiration of Tender Offer by Compañía de Minas Buenaventura S.A.A. for Any and All of its 2026 Notes

Rhea-AI Summary

Buenaventura (NYSE: BVN) announced the expiration of its cash tender offer for its 5.500% Senior Notes due 2026. At the expiration time on January 29, 2025, valid tenders were received for US$400,601,000 in aggregate principal amount, representing approximately 72.84% of outstanding Notes. Additional Notices of Guaranteed Delivery were submitted for US$850,000 in principal amount (0.15% of outstanding Notes).

Subject to conditions, Buenaventura expects to make payment on February 4, 2025, offering US$1,000 per US$1,000 principal amount of Notes, plus accrued and unpaid interest. Holders who validly tendered Notes or submitted Notices of Guaranteed Delivery must complete the process by January 31, 2025, to be eligible for payment.

Positive

• High participation rate with 72.84% of outstanding Notes tendered
• Full par value payment (US$1,000 per US$1,000) being offered to noteholders

Negative

• None.

Insights

Financial Analyst

The strong 72.84% participation rate in Buenaventura's tender offer for its 5.500% Senior Notes due 2026 signals robust investor confidence in the company's debt management strategy. The tender of $400.6 million in principal amount, plus $850,000 in guaranteed delivery notices, represents a significant portion of the outstanding debt.

The par redemption price suggests this isn't a distressed debt situation but rather a proactive financial management move. With current market interest rates, this tender offer likely aims to optimize Buenaventura's capital structure, potentially replacing higher-cost debt with more favorable financing terms. The timing, early in 2025, indicates strategic planning to address debt maturities well ahead of the 2026 deadline.

The high participation rate carries three key implications:

• Strong market acceptance of Buenaventura's credit quality and financial strategy
• Potential for reduced interest expense and improved debt service coverage ratios
• Enhanced financial flexibility through proactive liability management

The successful tender offer execution, managed by prominent financial institutions BTG Pactual and J.P. Morgan, reinforces Buenaventura's standing in international capital markets. This transaction could pave the way for future financing opportunities with potentially more favorable terms, strengthening the company's financial position in the mining sector.

LIMA, Peru, Jan. 29, 2025 /PRNewswire/ -- Compañía de Minas Buenaventura S.A.A. ("Buenaventura") (NYSE: BVN) announces today the expiration of the cash tender offer (the "Tender Offer") for any and all of its outstanding 5.500% Senior Notes due 2026 (the "Notes") (144A CUSIP / ISIN: 20448 AA2 / US20448AA22 and Regulation S CUSIP / ISIN: P6680P AA9 / USP6680PAA95), on the terms and subject to the conditions set forth in Buenaventura's Offer to Purchase dated January 23, 2025 (the "Offer to Purchase") and the related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and together with the Offer to Purchase, the "Tender Offer Documents"). Capitalized terms used in this press release but not otherwise defined have the meanings given to them in the Offer to Purchase.

The Tender Offer expired on January 29, 2025 at 5:00 p.m., New York City time (the "Expiration Time"). At the Expiration Time, valid tenders had been received and had not been validly withdrawn with respect to US$400,601,000 in aggregate principal amount of Notes, or approximately 72.84% of the Notes outstanding. Additionally, Notices of Guaranteed Delivery were submitted with respect to US$850,000 in aggregate principal amount of Notes, or approximately 0.15% of the Notes outstanding, as of the Expiration Time. In order to be eligible to participate in the Tender Offer, holders of Notes reflected in such Notices of Guaranteed Delivery received by Buenaventura prior to the Expiration Time must validly tender such Notes pursuant to the Guaranteed Delivery Procedures by 5:00 p.m., New York City time on January 31, 2025 (the "Guaranteed Delivery Expiration Time").

Subject to the satisfaction or waiver of the Financing Condition or any of the General Conditions described in the Offer to Purchase, Buenaventura expects to accept and make payment on February 4, 2025 (the "Settlement Date") and for (i) all Notes validly tendered at or prior to the Expiration Time and not validly withdrawn at or prior to the Withdrawal Deadline and (ii) all Notes with respect to which a properly completed Notice of Guaranteed Delivery was delivered at or prior to the Expiration Time and that are validly tendered at or prior to the Guaranteed Delivery Expiration Time using the Guaranteed Delivery Procedures.

Holders of Notes who (i) validly tendered their Notes at or prior to the Expiration Time and did not validly withdraw their Notes at or prior to the Withdrawal Deadline or (ii) delivered a Notice of Guaranteed Delivery at or before the Expiration Time and validly tender their notes at or prior to the Guaranteed Delivery Expiration Time using the Guaranteed Delivery Procedures are eligible to receive US$1,000 per US$1,000 principal amount of Notes, plus accrued and unpaid interest from the last interest payment date to, but excluding, the Settlement Date.

The final principal amount of Notes that will be purchased by Buenaventura on the Settlement Date is subject to change based on deliveries of Notes pursuant to the Guaranteed Delivery Procedures. A press release announcing the final results of the Tender Offer is expected to be issued on or promptly after the Settlement Date.

The complete terms and conditions of the Tender Offer are described in the Offer to Purchase and the Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent (the "Tender Agent and Information Agent") for the Tender Offer, at www.dfking.com/buenaventura, by telephone at +1 (800) 370-1749 (U.S. toll free) or +1 (212) 269-5550 (collect), or by email to buenaventura@dfking.com.

Buenaventura has engaged Banco BTG Pactual S.A. – Cayman Branch and J.P. Morgan Securities LLC to act as the dealer managers (the "Dealer Managers") in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to Banco BTG Pactual S.A. – Cayman Branch, at +1 (212) 293-4600 (collect) and J.P. Morgan Securities LLC, at +1 (212) 834-7279 (collect) or +1 (866) 846-2874 (toll Free).

Disclaimer 

None of Buenaventura, the Tender Agent and Information Agent, the Dealer Managers or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders must make their own decision as to whether to tender any Notes and, if so, the principal amount of Notes to tender. Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary would require receipt of instructions to participate in, or (in the limited circumstances in which withdrawal is permitted) withdraw their instruction to participate in, the Tender Offer before the deadlines set out above. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Offer to Purchase. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Buenaventura by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

This press release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including those related to the Tender Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements.

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SOURCE Compañía de Minas Buenaventura S.A.A.

FAQ

What percentage of BVN's 2026 Notes were tendered in the January 2025 offer?

72.84% of Buenaventura's outstanding 2026 Notes were validly tendered, representing US$400,601,000 in aggregate principal amount.

When is the settlement date for BVN's 2026 Notes tender offer?

The settlement date for Buenaventura's tender offer is scheduled for February 4, 2025.

What is the payment amount for BVN's 2026 Notes tender offer?

Holders will receive US$1,000 per US$1,000 principal amount of Notes, plus accrued and unpaid interest to the settlement date.

What is the deadline for guaranteed delivery of BVN's 2026 Notes?

The guaranteed delivery deadline is 5:00 p.m., New York City time, on January 31, 2025.