Announcement 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 launched a cash tender offer for all outstanding 5.500% Senior Notes due 2026, with US$550 million currently outstanding. The company is offering to purchase the notes at US$1,000 per US$1,000 principal amount, plus accrued interest.
The tender offer expires at 5:00 p.m., New York City time, on January 29, 2025, with a withdrawal deadline at the same time. The settlement is expected four business days after expiration. The offer is contingent on completing a new notes offering to fund the purchase.
Holders can tender their notes directly or through guaranteed delivery procedures by January 31, 2025. Banco BTG Pactual and J.P. Morgan Securities are acting as dealer managers for the tender offer, with D.F. King & Co. serving as the tender agent and information agent.
Positive
- Company has sufficient financial capacity to refinance US$550 million in outstanding notes
- Tender offer provides opportunity for noteholders to receive full principal value
Negative
- New notes offering may result in additional debt obligations
- Tender offer success depends on completion of new notes offering
News Market Reaction – BVN
In the trading session that priced this news, BVN declined 1.23%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
The following table sets forth the material pricing terms of the Tender Offer:
Title of Security | CUSIP / ISIN | Principal Amount | Purchase |
144A: 20448 AA2 / US20448AA22 Regulation S: P6680P AA9 / |
__________________
(1) | The amount to be paid for each |
The Tender Offer is scheduled to expire at 5:00 p.m.,
Buenaventura's obligation to purchase Notes validly tendered pursuant to the Tender Offer is subject to the satisfaction of certain conditions set forth in the Offer to Purchase, dated January 23, 2025 (the "Offer to Purchase"), including but not limited to the completion of a new notes offering, which will be exempt from the registration requirements of the
Buenaventura and its affiliates reserve the absolute right, in their sole discretion, from time to time to redeem or purchase any Notes that remain outstanding after the Expiration Time through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as they may determine, which may be more or less than the price to be paid pursuant to the Tender Offer.
Settlement of the Tender Offer is expected to occur on the fourth business day following the Expiration Time, unless the Tender Offer is terminated prior to such date. Tendered Notes may be withdrawn at any time at or prior to the earlier of the Withdrawal Deadline and, in the event that the Tender Offer is extended, the tenth business day after commencement of the Tender Offer. Tendered Notes may be withdrawn at any time after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after commencement.
Upon the terms and subject to the conditions of the Tender Offer set forth in the Offer to Purchase, all Notes validly tendered and not validly withdrawn or with respect to which a properly completed and duly executed Notice of Guaranteed Delivery (as described in the Offer to Purchase) is delivered at or prior to the Expiration Time, as applicable, will be accepted for purchase. 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 (
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
COMPAÑÍA DE MINAS BUENAVENTURA S.A.A.
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SOURCE Compañía de Minas Buenaventura S.A.A.