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Minsur Announces Extension of its Offer to Purchase Certain Outstanding Senior Notes

·5 min read

LIMA, Peru, June 16, 2021 /PRNewswire/ -- Minsur S.A. announced today the extension of the Expiration Date and Settlement Date (each, as defined below) of its offer to purchase for cash its outstanding 6.250% Senior Notes due 2024 (the "Notes") for an aggregate purchase price of up to US$300 million, in accordance with Minsur's Offer to Purchase dated May 19, 2021 (the "Offer to Purchase") pursuant to which the tender offer is being made.

The tender offer will expire at 8:00 a.m., New York City time (7:00 a.m., Lima time), on July 1, 2021, unless further extended, or earlier expired or terminated by Minsur (such time and date, as the same may be further extended, or earlier expired or terminated by Minsur in its sole discretion, the "Expiration Date"). As of 4:15 p.m., New York City time, on June 16, 2021, US$262,357,000 aggregate principal amount, or approximately 58.30%, of the Notes had been validly tendered and not withdrawn. Tendered Notes may not be withdrawn, except as provided for in the Offer to Purchase or required by applicable law. Minsur is not extending the Withdrawal Deadline (as defined in the Offer to Purchase) or otherwise reinstating withdrawal rights of Holders.

Holders who did not validly tender their Notes on or prior to the Early Tender Deadline (as defined in the Offer to Purchase), and validly tender their Notes at or prior to the Expiration Date will be eligible to receive the tender consideration of US$1,035 per US$1,000 principal amount of tendered Notes. Accrued and unpaid interest will be paid on all Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the settlement date, which is now expected to be on July 5, 2021 (the "Settlement Date").

Minsur's obligation to accept for purchase and to pay for the tendered Notes is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including Minsur having obtained sufficient gross proceeds from a debt financing. Subject to applicable law, Minsur may amend, extend or terminate the tender offer in its sole discretion.

The tender offer is being made solely pursuant to the terms and conditions set forth in the Offer to Purchase which sets forth a more detailed description of the tender offer. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the tender offer.

Minsur will purchase all Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date, for an aggregate purchase price, including accrued interest, up to US$300 million (the principal amount of Notes that does not cause such amount to be exceeded, subject to increase, decrease or elimination, the "Aggregate Maximum Tender Cap"), and all conditions to the tender offer having been satisfied or waived by Minsur, promptly following the Expiration Date, on the Settlement Date. If purchasing all of the validly tendered and not validly withdrawn Notes on the Settlement Date would cause the Aggregate Maximum Tender Cap to be exceeded on the Settlement Date, Minsur will accept for purchase the Notes on a pro rata basis, so as to not exceed the Aggregate Maximum Tender Cap (with adjustments to avoid the purchase of Notes in a principal amount other than in integral multiples of US$1,000). Tenders of Notes submitted after the Expiration Date will not be valid.

Minsur has retained BofA Securities, Inc. and Santander Investment Securities Inc. as Dealer Managers for the tender offer. D.F. King & Co., Inc. is the Tender and Information Agent for the tender offer. For additional information regarding the terms of the tender offer, please contact BofA Securities, Inc. collect at +1 (646) 855-8988 or toll free at +1 (888) 292-0070, or Santander Investment Securities Inc. collect at +1 (212) 940-1442 or toll free +1 (855) 404-3636. Requests for copies of the Offer to Purchase and questions regarding the tendering of Notes may be directed to D.F. King & Co., Inc. at +1 (212) 269-5550 (banks and brokers), at +1 (800) 714-3305 (all others, toll free) or at minsur@dfking.com.

This press release is for informational purposes only and does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.

None of Minsur, the Tender and Information Agent, the Dealer Managers or the Trustee for the Notes (nor any of their respective directors, officers, employees or affiliates) make any recommendation as to whether holders should tender their Notes pursuant to the tender offer, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.

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.

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


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SOURCE Minsur S.A.