Minsur S.A. Commences Tender Offer for Any and All of its 6.250% Senior Notes Due 2024

Published: Oct. 18, 2021 at 8:53 AM EDT

LIMA, Peru, Oct. 18, 2021 /PRNewswire/ -- Minsur S.A. ("Minsur"), a corporation organized under the laws of Peru, announced today that it has commenced a tender offer for cash (the "Offer") for any and all of its outstanding 6.250% Senior Notes due 2024 (CUSIP Nos. 60447K AA8 and P6811T AA3) (the "Notes").

The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2021 (the "Offer to Purchase"), and the related Notice of Guaranteed Delivery (as these terms are defined in the Offer to Purchase and, collectively, the "Offer Documents"). The following table sets forth certain information relating to the Notes:

Title of Security

CUSIP/ISIN Numbers

Aggregate Principal
Amount Outstanding

Consideration(1)

6.250%

Senior Notes due 2024

144A: 60447K AA8 /
US60447KAA88

Reg S: P6811T AA3 /

USP6811TAA36

$186,423,000

$1,085

_______________

(1)

Per US$1,000 principal amount of Notes accepted for purchase. In addition, Holders whose Notes are accepted for purchase will receive accrued and unpaid interest on the Notes from the last interest payment date for the Notes to, but not including, the Settlement Date.

As set forth in the table above, subject to the terms and conditions of the Offer, holders of the Notes (each, a "Holder") must validly tender and not validly withdraw their Notes at or before 8:00 a.m., New York City time (7:00 a.m., Lima time), on October 25, 2021, unless such date and time are extended or the Offer is earlier terminated by Minsur in its sole discretion, subject to applicable law (such time and date, as may be extended or earlier terminated, the "Expiration Time"), to receive US$1,085 for each US$1,000 in principal amount of Notes (the "Consideration"). In addition to the Consideration, Holders whose Notes are accepted for purchase will receive accrued and unpaid interest on the Notes from the last interest payment date for the Notes to, but not including, the Settlement Date (as defined below). Subject to the exceptions set forth in the indenture governing the Notes, dated February 7, 2014, Minsur will also pay additional amounts such that, after any withholding taxes, Holders will receive the amount that they would have received if there had not been any withholding.

Minsur anticipates that it will accept for purchase Notes validly tendered and not validly withdrawn at or before the Expiration Time and pay for such accepted Notes promptly following the Expiration Time and the Guaranteed Delivery Date (the "Settlement Date"). The Settlement Date for the Offer is expected to occur on October 29, 2021, which is the fourth business day after the Expiration Time, unless the Offer is extended or earlier terminated by Minsur in its sole discretion, subject to applicable law.

Tendered Notes may be withdrawn at any time at or before 8:00 a.m., New York City time (7:00 a.m., Lima time), on October 25, 2021, unless extended (the "Withdrawal Deadline").

Minsur's obligation to accept for purchase and to pay for Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver, in Minsur's discretion, of certain conditions, which are more fully described in the Offer Documents, including the consummation of Minsur's concurrent offering of new notes (the "New Notes Offering") (the "Financing Condition"). However, the Offer is not conditioned on any minimum amount of Notes being tendered.

Minsur reserves the right to amend, terminate or withdraw the Offer, including if the Financing Condition or other conditions are not satisfied, subject to applicable law. In the event of a termination or withdrawal of the Offer, Notes tendered and not accepted for purchase pursuant to the Offer will be promptly returned to the tendering Holders.

Minsur has engaged BofA Securities, Inc. and Santander Investment Securities Inc. as the Dealer Managers for the Offer. Persons with questions regarding the Offer should contact BofA Securities, Inc. at +1 (800) 714-3305 (toll-free), +1 (646) 855-8988 (collect) and/or Santander Investment Securities Inc. at +1 (855) 404-3636 (toll-free), +1 (212) 940-1442 (collect).

The complete terms and conditions of the Offer are described in the Offer Documents, copies of which are available at the following web address: www.dfking.com/minsur, or may also be obtained from D.F. King & Co., Inc. ("D.F. King"), the Information and Tender Agent for the Offer, by contacting D.F. King at +1 (800) 714-3305 (toll-free) or +1 (212) 269-5550 (collect), or email minsur@dfking.com.

This press release is for informational purposes only and does not constitute an offer to purchase the Notes or any securities and it is not soliciting an offer to sell the Notes or any securities of Minsur. Minsur has neither obtained any commitments to purchase, nor entered into any agreements, to sell any securities. The Offer is being made solely by means of, and pursuant to the terms of, the Offer to Purchase and the related Notice of Guaranteed Delivery. The Offer to Purchase has not been filed with, and has not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any other documents related to the Offer, and it is unlawful and may be a criminal offense to make any representation to the contrary. 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 Offer will be deemed to be made on behalf of Minsur by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

None of Minsur, the Dealer Managers, the Information and Tender Agent or the Trustee for the Notes, or any of their respective affiliates, makes any recommendation in connection with the Offer. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender. None of Minsur, the Dealer Managers, the Information and Tender Agent or the Trustee for the Notes, or any of their respective affiliates, has authorized any person to give any information or to make any representation in connection with the Tender Offer other than the information and representations contained in the Offer to Purchase.

Please refer to the Offer Documents for a description of offer terms, conditions, disclaimers and other information applicable to the Offer.

Forward-Looking Statements

Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Minsur's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Minsur's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, Minsur does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for management to predict all such factors. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions.

Contacts:             
Minsur S.A.
Jr. Bernini 149, 501-A
San Borja – Lima
Perú
+(511) 215-8330

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SOURCE Minsur S.A.

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