Southern Copper (NYSE: SCCO) completes U.S.$1.25B 5.350% notes due 2036 offering
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Southern Copper Corporation completed a registered public offering of U.S.$1.25 billion aggregate principal amount of 5.350% notes due 2036. The notes pay 5.350% interest from June 24, 2026, with semi-annual payments on June 24 and December 24, starting December 24, 2026.
The transaction generated net proceeds of approximately U.S.$1,241,262,500 after about U.S.$2,500,000 of offering expenses and underwriters’ discounts. These funds will be used by Southern Peru Copper Corporation, Sucursal del Perú, to help develop the Tia Maria project, finance its capital expenditure program, and for general corporate purposes including working capital.
The notes are general unsecured obligations ranking equally with Southern Copper’s existing and future unsecured, unsubordinated debt. They were issued under an existing Indenture and a Seventh Supplemental Indenture that include covenants limiting certain liens, sale and leaseback transactions, and major corporate reorganizations. An underwriting agreement with a syndicate led by BofA Securities, Morgan Stanley, Barclays and Santander governs the sale of the notes.
Positive
- None.
Negative
- None.
Insights
Southern Copper raises U.S.$1.25B in 10-year notes to fund Peruvian growth projects.
Southern Copper issued U.S.$1.25 billion of 5.350% notes due 2036, locking in long-term funding at a fixed rate. The notes rank pari passu with existing unsecured, unsubordinated debt, so they add leverage without structurally subordinating current bondholders.
Net proceeds of about U.S.$1,241,262,500 are earmarked for Southern Peru Copper Corporation’s Tia Maria project, broader capital expenditures, and general corporate purposes. This ties the financing directly to growth and ongoing operations in Peru rather than balance-sheet repair, though the filing does not quantify existing leverage or cash flows.
The debt sits under an established Indenture and a Seventh Supplemental Indenture that restrict additional liens, sale-leaseback deals, and major asset transfers. These covenants provide some protection for creditors, but their real impact depends on future investment opportunities and the company’s appetite for further borrowing.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Notes principal amount: U.S.$1,250,000,000
Coupon rate: 5.350%
Net proceeds: U.S.$1,241,262,500
+4 more
7 metrics
Notes principal amount
U.S.$1,250,000,000
Aggregate principal amount of 5.350% notes due 2036
Coupon rate
5.350%
Annual interest rate on notes due 2036
Net proceeds
U.S.$1,241,262,500
Proceeds after offering expenses and discounts
Offering costs
U.S.$2,500,000
Estimated expenses and underwriters’ discounts
Interest payment dates
June 24 and December 24
Semi-annual payments beginning December 24, 2026
Ownership by Grupo Mexico
88.9%
Grupo Mexico’s stake in Southern Copper Corporation
Public float
11.1%
Ownership held by international investment community
Key Terms
registered public offering, Indenture, Seventh Supplemental Indenture, general unsecured obligations, +1 more
5 terms
registered public offering financial
"completed a registered public offering (the “Offering”) of U.S.$1.25 billion"
A registered public offering is when a company files required documents with regulators to sell new shares or bonds to the general public, providing standardized financial and business information for transparency. For investors, it matters because it creates an opportunity to buy newly issued securities while often increasing market liquidity, but it can also dilute existing ownership and affect share price as supply and company funding needs change—think of a bakery baking extra loaves that can satisfy more customers but slightly reduces each owner's slice of the original batch.
Indenture financial
"Pursuant to an Indenture, dated April 16, 2010, between the Company and Computershare"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Seventh Supplemental Indenture financial
"the Company and the Trustee entered into a Seventh Supplemental Indenture dated as of June 24, 2026"
general unsecured obligations financial
"These notes are general unsecured obligations of Southern Copper Corporation and rank equally"
General unsecured obligations are debts a company owes that are not backed by specific collateral and stand on the same level as other unsecured creditors if the company can’t pay. Think of them as IOUs in a group where some people hold pledged items for repayment (secured creditors) and these do not — unsecured holders share whatever is left. Investors care because these claims carry higher risk and typically recover less in a bankruptcy, affecting bond values and credit risk.
capital expenditure program financial
"for the development of the Tia Maria project, the financing of the capital expenditure program of SPCC"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 25, 2026 (June 24, 2026)
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
(Address of principal executive offices, including zip code)
(602 ) 264-1375
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Title of each class:
|
Trading Symbol
|
Name of each exchange on which
registered:
|
||
|
|
|
Lima Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
|
Emerging growth company
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 1.01. |
Entry into a Material Definitive Agreement.
|
On June 24, 2026, Southern Copper Corporation (the “Company”) completed a registered public offering (the “Offering”) of U.S.$1.25 billion aggregate
principal amount of its 5.350% notes due 2036 (the “Notes”). The Notes will bear interest from June 24, 2026, payable semi-annually on June 24 and December 24 of each year, beginning on December 24, 2026. The Notes were offered by the Company
pursuant to its Registration Statement on Form S-3 (File No.333-296778) and the Prospectus included therein, filed with the Securities and Exchange Commission on June 15, 2026 and supplemented by the Prospectus Supplement dated June 16, 2026. The
Offering resulted in net proceeds, after deducting estimated offering expenses and underwriters’ discounts of approximately U.S.$2,500,000, of approximately U.S.$1,241,262,500. The net proceeds from this Offering will be used by Southern Peru
Copper Corporation, Sucursal del Perú, our Peruvian branch (“SPCC”), for the development of the Tia Maria project, the financing of the capital expenditure program of SPCC, and/or for general corporate purposes of SPCC, including but not limited to
working capital (and expenses due in the short term).
On June 16, 2026, the Company entered into an Underwriting Agreement, dated June 16, 2026 (the “Underwriting Agreement”), with BofA Securities, Inc.,
Morgan Stanley & Co. LLC, Barclays Capital Inc. and Santander US Capital Markets LLC (collectively, the “Underwriters”), in connection with the issuance and sale by the Company of the Notes. Pursuant to the Underwriting Agreement, the Company
agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for
customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
Pursuant to an Indenture, dated April 16, 2010 (the “Indenture”), between the Company and Computershare Trust Company, National Association, as trustee
(the “Trustee”), the Company and the Trustee entered into a Seventh Supplemental Indenture dated as of June 24, 2026 (the “Seventh Supplemental Indenture”). The Seventh Supplemental Indenture provides for the issuance, and set forth the terms of,
the Notes. The Indenture and the Seventh Supplemental Indenture contain covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, and enter into
certain consolidations, mergers, conveyances, transfers or leases of all or substantially all the Company’s assets. The Company may issue additional debt from time to time pursuant to the Indenture.
The foregoing description of the Underwriting Agreement, the Seventh Supplemental Indenture is qualified in its entirety by reference to the full text
of such documents, which are filed as Exhibits 1 and 4.1 hereto, respectively, and incorporated herein by reference.
A validity opinion issued by the Company’s counsel with respect to the Notes sold in the Offering is filed as Exhibit 5.1 hereto.
1
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
|
The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated herein by
reference.
| Item 8.01. |
Other Events.
|
On June 25, 2026, the Company issued a press release announcing the completion of the Offering. A copy of the press release is filed as Exhibit 99
hereto and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
|
1
|
Underwriting Agreement, dated June 16, 2026, among Southern Copper Corporation and BofA Securities, Inc., Morgan Stanley & Co. LLC, Barclays Capital Inc. and Santander US Capital Markets LLC, as
underwriters.
|
|
|
4.1
|
Seventh Supplemental Indenture, dated as of June 24, 2026, between Southern Copper Corporation and Computershare Trust Company, National Association, as trustee, pursuant to which the Notes were issued.
|
|
|
4.2
|
Form of 5.350% Notes due 2036 (included as Exhibit A to Exhibit 4.1).
|
|
|
5.1
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
|
|
|
99
|
Press Release of the Company dated June 25, 2026.
|
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
SOUTHERN COPPER CORPORATION
|
||
|
By:
|
/s/ Julián Jorge Lazalde Psihas
|
|
|
Name:
|
Julián Jorge Lazalde Psihas
|
|
|
Title:
|
Secretary
|
|
|
Date: June 25, 2026
|
3
EXHIBIT INDEX
|
Exhibit
Number
|
Description
|
|
|
1
|
Underwriting Agreement, dated June 16, 2026, among Southern Copper Corporation and BofA Securities, Inc., Morgan Stanley & Co. LLC, Barclays Capital Inc. and Santander US Capital Markets LLC, as
underwriters.
|
|
|
4.1
|
Seventh Supplemental Indenture, dated as of June 24, 2026, between Southern Copper Corporation and Computershare Trust Company, National Association, as trustee, pursuant to which the 5.350% Notes due 2036 were
issued.
|
|
|
4.2
|
Form of 5.350% Notes due 2036 (included as Exhibit A to Exhibit 4.1).
|
|
|
5.1
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
|
|
|
99
|
Press Release of the Company dated June 25, 2026.
|
|
4
Exhibit 99
Investor Relations: (602) 264-1375
SOUTHERN COPPER CORPORATION ISSUED $1,250,000,000 UNSECURED NOTES DUE 2036
Phoenix, June 25, 2026 - Southern Copper Corporation (NYSE and LSE: SCCO) announced today that it has completed a public offering of US$1,250,000,000 million 5.350%
Notes due 2036. These notes are general unsecured obligations of Southern Copper Corporation and rank equally with all of its existing and future unsecured and unsubordinated debt.
The net proceeds from this offering will be used by Southern Peru Copper Corporation, Sucursal del Perú, our Peruvian branch (“SPCC”), for the development of the Tia
Maria project, the financing of the capital expenditure program of SPCC, and/or for general corporate purposes of SPCC, including but not limited to working capital (and expenses due in the short term).
Southern Copper Corporation is one of the largest integrated copper producers in the world and we believe we have the largest copper reserves of any listed company.
The Company is a NYSE and Lima Stock Exchange listed company that is 88.9% owned by Grupo Mexico, a Mexican company listed on the Mexican stock exchange. The remaining 11.1% ownership interest is held by the international investment community.
The Company operates mining units and metallurgical facilities in Mexico and Peru and conducts exploration activities in Argentina, Chile, Mexico and Peru.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of the jurisdiction.
FAQ
What type of securities did Southern Copper (SCCO) issue in this 8-K?
Southern Copper issued U.S.$1.25 billion aggregate principal amount of 5.350% notes due 2036. These notes are general unsecured obligations ranking equally with its existing and future unsecured, unsubordinated debt.
How much in net proceeds did Southern Copper (SCCO) receive from the 2036 notes?
The offering generated approximately U.S.$1,241,262,500 in net proceeds. This figure reflects deductions for about U.S.$2,500,000 of estimated offering expenses and underwriters’ discounts from the U.S.$1.25 billion principal.
What is the interest rate and payment schedule on SCCO’s 5.350% notes due 2036?
The notes carry a 5.350% annual interest rate, accruing from June 24, 2026. Interest is payable semi-annually on June 24 and December 24 each year, starting on December 24, 2026, until maturity in 2036.
How will Southern Copper (SCCO) use the proceeds from the 2036 notes?
Proceeds will be used by Southern Peru Copper Corporation, Sucursal del Perú, to develop the Tia Maria project, finance its capital expenditure program, and for general corporate purposes, including working capital and short-term expenses at the Peruvian branch.
What covenants apply to Southern Copper’s new 5.350% notes due 2036?
The notes were issued under an existing Indenture and a Seventh Supplemental Indenture. These agreements limit Southern Copper’s ability to incur certain liens, enter sale and leaseback transactions, and undertake major mergers or asset transfers.
Who underwrote Southern Copper (SCCO)’s 2036 note offering?
The underwriting syndicate included BofA Securities, Inc., Morgan Stanley & Co. LLC, Barclays Capital Inc., and Santander US Capital Markets LLC. They purchased the notes from Southern Copper for resale to the public under a standard underwriting agreement.