Announcement of Settlement 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) has successfully completed the settlement of its cash tender offer for its 5.500% Senior Notes due 2026. The tender offer, which expired on January 29, 2025, resulted in valid tenders of US$401,392,000 in aggregate principal amount of Notes, representing approximately 72.98% of outstanding Notes.

The company made payments to noteholders who validly tendered their Notes or delivered a Notice of Guaranteed Delivery, offering US$1,000 per US$1,000 principal amount, plus accrued and unpaid interest. The tender offer was managed by Banco BTG Pactual S.A. – Cayman Branch and J.P. Morgan Securities as dealer managers.

Positive

• High participation rate with 72.98% of outstanding Notes tendered
• Successful debt management initiative through tender offer completion

Negative

• None.

Insights

Financial Analyst

The successful completion of Buenaventura's tender offer for its 5.500% Senior Notes due 2026 represents a significant financial maneuver, with $401.4 million in notes being tendered, representing 72.98% of outstanding notes. This substantial participation rate indicates strong noteholder confidence in the transaction.

The tender offer's pricing at par value ($1,000 per $1,000 principal) suggests a strategic approach to liability management rather than a distressed debt situation. This transaction likely serves multiple objectives: reducing future interest expenses, extending debt maturities and potentially creating a more optimal capital structure. The high participation rate also demonstrates the company's ability to execute complex financial transactions effectively.

For investors, this development has several positive implications:

• Reduced debt service burden, as a significant portion of the 5.500% notes will be retired
• Enhanced financial flexibility through proactive liability management
• Demonstrated market access and strong banking relationships, as evidenced by the involvement of major financial institutions like BTG Pactual and J.P. Morgan
• Potential for improved credit metrics, which could lead to better financing terms in the future

The timing of this tender offer, well ahead of the 2026 maturity, indicates proactive financial management and suggests the company may be positioning itself for future growth opportunities or preparing for potential market volatility.

LIMA, Peru, Feb. 4, 2025 /PRNewswire/ -- Compañía de Minas Buenaventura S.A.A. ("Buenaventura") (NYSE: BVN) announces today the settlement 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$401,392,000 in aggregate principal amount of Notes, or approximately 72.98% of the Notes outstanding, which includes Notices of Guaranteed Delivery validly tendered by the Guaranteed Delivery Expiration Time pursuant to the Guaranteed Delivery Procedures.

Buenaventura today accepted and made payment to 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 tendered their Notes at or prior to the Guaranteed Delivery Expiration Time using the Guaranteed Delivery Procedures, for the amount of 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 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

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 was made solely by means of the Offer to Purchase. The Tender Offer was not 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 was 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 Buenaventura's (BVN) 2026 Notes were tendered in the January 2025 offer?

72.98% of Buenaventura's outstanding 2026 Notes were tendered, representing US$401,392,000 in aggregate principal amount.

What was the tender offer price for BVN's 2026 Notes?

Buenaventura offered US$1,000 per US$1,000 principal amount of Notes, plus accrued and unpaid interest.

When did BVN's tender offer for 2026 Notes expire?

The tender offer expired on January 29, 2025 at 5:00 p.m., New York City time.

Which banks acted as dealer managers for BVN's 2026 Notes tender offer?

Banco BTG Pactual S.A. – Cayman Branch and J.P. Morgan Securities acted as the dealer managers for the tender offer.