MEXICO CITY, Jan. 28, 2016 /PRNewswire/ -- Cobre del Mayo, S.A. de C.V. ("CDM" or "we") announced that as of 5:00 p.m. CET on January 28, 2016, the expiration date of the Exchange Offer (as defined below), approximately $205.4 million aggregate principal amount of Existing Notes (as defined below), or approximately 94.6% of the outstanding principal amount, were validly tendered and not validly withdrawn in its previously announced offer (the "Exchange Offer") to eligible noteholders to exchange any and all of its outstanding approximately $217.2 million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, 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").
On the settlement date of the Exchange Offer, which is expected to occur on February 2, 2016, CDM will issue approximately $117.7 million aggregate principal amount of Secured Notes (ISIN: XS1354863612 and XS1354862564; Common Code: 135486361 and 135486256) and approximately $92.4 million aggregate principal amount of Junior Notes (ISIN: XS1354864693 and XS1354864347; Common Code: 135486469 and 135486434) (of which approximately $80.2 million aggregate principal amount of Junior Notes will be purchased by an affiliate of CDM). In addition, CDM will enter into a supplemental indenture adopting the proposed amendments to the indenture under which the Existing Notes were issued.
Jefferies LLC and BCP Securities, LLC acted as Exchange and Solicitation Agents for the Exchange Offer and Consent Solicitation.
Other Details
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 (as defined below). 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 Amended Offer to Exchange and Consent Solicitation Statement dated January 12, 2016 (the "Offer to Exchange and Consent Solicitation Statement"), as amended by CDM's press releases dated January 21, 2016 and January 22, 2016. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws. 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.
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.
The 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", contains 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.
