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

PR Newswire

Thu, Jan 23, 2025, 7:17 AM 7 min read

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on January 29, 2025, unless extended or earlier terminated as described in this press release (such time and date, as may be extended or terminated earlier, the "Expiration Time"). Holders of Notes who (i) validly tender their Notes, at or prior to the Expiration Time, and not validly withdraw their Notes, at or prior to 5:00 p.m., New York City time, on January 29, 2025 (the "Withdrawal Deadline"), unless the Expiration Time is extended or earlier terminated, or (ii) (a) deliver a properly completed and duly executed notice of guaranteed delivery (as it may be amended or supplemented, the "Notice of Guaranteed Delivery"), at or prior to the Expiration Time and (b) validly tender their notes at or prior to 5:00 p.m. New York City time, on January 31, 2025, the second business day after the scheduled Expiration Time (the "Guaranteed Delivery Expiration Time") using the guaranteed delivery procedures described in the Offer to Purchase (as defined below), to be eligible to receive the purchase price set forth in the table above for each US$1,000 principal amount of Notes validly tendered and accepted for purchase, plus Accrued Interest. Validly tendered Notes may be validly withdrawn at any time at or prior to the Withdrawal Deadline, unless extended or earlier terminated as described below, but not thereafter.

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 U.S. Securities Act of 1933, as amended (the "New Notes Offering"), such that Buenaventura receives sufficient funds from such offering to meet its obligations in connection with the Tender Offer. No assurance can be given that the New Notes Offering will be priced or settled successfully. However, the Tender Offer is not contingent upon the tender of any minimum principal amount of Notes being tendered. Buenaventura expressly reserves the right, in its sole discretion and subject to applicable law, to (i) extend the Expiration Time to later dates and times, (ii) waive any or all conditions to the Tender Offer or (iii) terminate or otherwise amend the Tender Offer to the extent any or all conditions to the Tender Offer are not satisfied. If the Tender Offer is terminated, withdrawn, or otherwise not consummated at any time, Notes tendered will be promptly returned to the tendering holders without compensation or cost to such holders and will remain outstanding.

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 (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.

COMPAÑÍA DE MINAS BUENAVENTURA S.A.A.