MEXICO CITY, Dec. 18, 2015 / PRNewswire — Cobre del Mayo, S.A. de C.V. (“CDM” or “we”) announced that it has commenced an offer (the “Exchange Offer”) to eligible noteholders described below to exchange any and all of its outstanding approximately $217.2 million aggregate principal amount of 10.75% Senior Notes due 2018 (ISIN: XS0996338322; Common Code: 099633832) (the “Existing Notes”) for approximately (i) $119.5 million aggregate principal amount of Senior Secured PIK Toggle Notes due 2021 (the “Secured Notes”), plus additional Secured Notes in the amount of accrued and unpaid interest to but excluding the settlement date of the exchange offer (the “Settlement Date”), plus (ii) approximately $97.8 million aggregate principal amount of Junior Non-Interest Bearing 2045 Notes (the “Junior Notes” and together with the Secured Notes, the “New Notes”).
The purpose of the Exchange Offer is to enable CDM to better service its indebtedness in the context of low copper prices.
CDM has had discussions with several holders of Existing Notes who believe that the completion of the Exchange Offer would be a positive outcome for CDM and the holders of Existing Notes. One of CDM’s largest institutional bondholders, Logen Asset Management, assisted CDM in developing the proposal. Logen believes the transaction is fair and reasonable in light of the current market environment and has committed to vote in favor of the transaction.
Eligible holders that validly tender and do not validly withdraw their Existing Notes in the Exchange Offer prior to 5:00 p.m., Central European Time (“CET”), on January 20, 2016 (the “Expiration Date”) will receive per $1,000 principal amount of Existing Notes (i) $550 in principal amount of Secured Notes, plus additional Secured Notes in the amount of accrued and unpaid interest to but excluding the settlement date of the Exchange Offer, plus (ii) $450 in principal amount of Junior Notes. Holders validly tendering Existing Notes may elect, as part of the Exchange Offer, to sell the Junior Notes that they receive to an affiliate of CDM (“Newco”) for cash consideration (the “Junior Notes Purchase Price Cash Consideration”) equal to $20 per $1,000 principal amount of Junior Notes, and, in such case, a holder making such election to sell their Junior Notes will receive, on the Settlement Date, the applicable Junior Notes Purchase Price Cash Consideration as the purchase price for such Junior Notes. Any holder electing not to sell their Junior Notes to Newco will not receive the Junior Notes Purchase Price Cash Consideration on the Settlement Date, and will receive Junior Notes on such date. The terms of the Secured Notes provide for the payment of additional annual cash interest payments to the extent that settlement prices for LME Grade A copper cathode exceed certain threshold prices.
The Secured Notes will be fully, unconditionally and irrevocably guaranteed by certain direct and indirect wholly owned subsidiaries of our parent company, Frontera Copper Corporation, S.A.P.I. de C.V. (“Frontera”), as well as Kupari Holdings S.A., of which CDM owns 40% of the outstanding equity interests, and its subsidiaries. The Secured Notes will not be guaranteed by Frontera.
On November 3, 2015, CDM announced that Frontera had agreed to lend CDM the funds necessary to pay the interest due on the Existing Notes on November 15, 2015. The entire $13 million principal amount of such loan will be exchanged for an equal principal amount of Secured Notes upon completion of the Exchange Offer.
In conjunction with the Exchange Offer, CDM is soliciting consents (the “Consent Solicitation”) to amend the indenture governing the Existing Notes to eliminate most of the restrictive covenants set forth in such indenture (the “Proposed Amendments”). Each holder of Existing Notes that validly delivers and does not validly withdraw consents shall receive a consent payment (the “Consent Payment”) equal to $1.00 per $1,000 of the principal amount of Existing Notes in respect of which a consent is provided. The Consent Payment shall be paid on the Settlement Date. Holders will have the option with respect to any particular holding of Existing Notes to participate in the Consent Solicitation without participating in the Exchange Offer, but may not participate in the Exchange Offer without consenting to the Proposed Amendments.
The Exchange Offer and Consent Solicitation will expire at 5:00 p.m., CET, on January 20, 2016 (unless extended). Tendered Existing Notes may be validly withdrawn at any time prior to 5:00 p.m., CET, on January 20, 2016.
Jefferies LLC and BCP Securities, LLC are acting as Exchange and Solicitation Agents for the Exchange Offer and Consent Solicitation.
Available Documents and Other Details
Documents relating to the Exchange Offer and Consent Solicitation will only be made available to holders (“Eligible Holders”) who confirm and agree that they are either (i) a holder of Existing Notes (A) that would be acquiring the New Notes outside the United States or otherwise pursuant to Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”) or (B) that is an institutional “accredited investor” (as that term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act), which is a “qualified institutional buyer” (as that term is defined in Rule 144A under the Securities Act) (collectively, the “Eligible Holders”); or (ii) a holder of Existing Notes that is not an Eligible Holder, is interested in evaluating the Consent Solicitation, but understands that it is not being offered, and cannot acquire, any New Notes in the Exchange Offer. Noteholders who desire to review the Offer to Exchange and Consent Solicitation Statement dated December 18, 2015 should visit the website for this purpose at http://sites.dfkingltd.com/cobredelmayo or contact D.F. King Ltd., the information agent for the Exchange Offer and Consent Solicitation, at : +44-20-7920-9700 (London), +1-212-269-5550 (New York), or +852-3953-7230 (Hong Kong), or at [email protected]. Noteholders may also contact Richard Klein of Jefferies LLC at +1-212-708-2733 or James Harper of BCP Securities, LLC at +1-203-629-2181.
The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Accordingly, the Exchange Offer is only being made to registered holders of Existing Notes (i) outside of the United States pursuant to Regulation S under the Securities Act or otherwise to, or for the account or benefit of, non-U.S. persons (as defined in Regulation S) in accordance with Regulation S, or (ii) that are institutional “accredited investors,” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, which are “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act (together, the “Eligible Holders”).
We have not and will not register the New Notes with the National Securities Registry (Registro Nacional de Valores) maintained by the National Banking and Securities Commission (Comision Nacional Bancaria y de Valores or “CNBV”), and, therefore, the New Notes may not be offered or sold publicly in Mexico, except that the New Notes may be sold to Mexican institutional and qualified investors pursuant to the private placement exemption set forth in Article 8 of the Mexican Securities Market Law, as amended (Ley del Mercado de Valores, or “LMV”). As required by the LMV, we will notify the CNBV of the issuance of the New Notes, including the principal characteristics of the New Notes and of the offering of the New Notes outside of Mexico. Such notice will be submitted to the CNBV to comply with the LMV and for information purposes only, and the delivery to, and the receipt by, the CNBV of such notice does not constitute or imply any certification as to the investment quality of the New Notes, our solvency, liquidity or credit quality or the accuracy or completeness of the information provided in the Offer to Exchange and Consent Solicitation Statement. The information contained in the Offer to Exchange and Consent Solicitation Statement is exclusively our responsibility and has not been reviewed or authorized by the CNBV. In making an investment decision, all investors, including any Mexican investors who may acquire New Notes from time to time, must rely on their own review and examination of CDM, the guarantors and the terms of the New Notes.
The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in the informational documents relating to the Exchange Offer and Consent Solicitation. This press release is for informational purposes only and is not an offer of securities for sale in the United States or elsewhere. The New Notes may not be offered or sold in the United States absent registration or an exemption from registration. The Exchange Offer is only being made pursuant to the confidential Offer to Exchange and Consent Solicitation Statement. The Exchange Offer is not being made to holders of Existing 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.
Cautionary Note Regarding Forward-Looking Statements
This press release and the Offer to Exchange and Consent Solicitation Statement include forward-looking statements. This forward-looking information includes, among others, statements regarding the terms and timing for completion of the Exchange Offer and Consent Solicitation. In addition, these forward-looking statements include, without limitation, statements regarding our future financial position and results of operations, our strategy, plans, objectives, goals and targets, future developments in the markets in which we participate or are seeking to participate or anticipated regulatory changes in the markets in which we operate or intend to operate. In some cases, forward-looking statements can be identified by terminology such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should” or “will” or the negative of such terms or other comparable terminology.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution potential investors that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that our actual results of operations, financial condition and liquidity may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this press release or the Offer to Exchange and Consent Solicitation Statement. In addition, even if our results of operations, financial condition and liquidity and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this press release and the Offer to Exchange and Consent Solicitation Statement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to:
- risks related to our liquidity;
- risks related to the price of copper;
- risks related to our competitive position;
- risks related to our strategy and expectations about growth in demand for copper and business operations, financial condition and results of operations;
- risks related to our operations, including the quality of our ore body, our ability to predict the nature, metallurgy, mineralization and alteration of the ore body and the effectiveness of our heap leaching process;
- risks relating to the operation by Kupari Metals S.A. of its flotation plant;
- risks related to the revocation, expropriation or termination of our mining concessions or our water concessions or of the agreements pursuant to which we explore or exploit mining concessions belonging to third parties;
- the inability to be compensated fairly in the event of termination of our mining concessions or our water concessions;
- the impact of changes in the prices of raw materials, labor, services, sulfuric acid, components and other inputs;
- our relationship with unions and our ability to negotiate collective bargaining agreements;
- the availability of materials and equipment;
- our access to funding sources, and the cost of the funding;
- changes in regulatory, administrative or economic conditions affecting the mining industry, including government interpretations and policies;
- the application and enforcement of environmental laws and regulations;
- risks related to Mexico’s social, political or economic environment;
- the impact of changes in the end uses of our products;
- fluctuations in the value of the U.S. dollar against the Mexican peso;
- risks associated with market demand for and liquidity of the New Notes;
- risks related to the successful consummation of the Exchange Offer and Consent Solicitation; and
- changes in the taxation of our business.
Holders of Existing Notes should read the entire Offer to Exchange and Consent Solicitation Statement, including the sections “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Our Business”, for a more complete discussion of the factors that could affect our future performance and the markets in which we operate. In light of these risks, uncertainties and assumptions, the forward-looking events described in this press release and the Offer to Exchange and Consent Solicitation Statement may not occur. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information or future events or developments.