Volcan begins cash tender for up to $100 million 4 3/8% notes due 2026

By William Gullotti

Buffalo, N.Y., June 2 – Volcan Compania Minera SAA commenced an offer to purchase for cash up to $100 million of its $475 million outstanding 4 3/8% senior notes due 2026 (Cusips: 92863UAB2, P98047AC0) and a concurrent consent solicitation, according to a press release on Thursday.

Holders who tender notes prior to the 5 p.m. ET June 15 early tender deadline will receive the total consideration of $940 per $1,000 of notes, which includes an early tender premium of $30 per $1,000 of notes.

Holders who tender notes after the early tender deadline but before the expiration time will not receive the early tender premium and will only be eligible to receive the tender consideration of $910 per $1,000 of notes.

In both cases, Volcan will also pay accrued and unpaid interest up to the applicable settlement date.

In connection with the tender offer, Volcan is also soliciting consents to amend the indenture governing the notes to conform some covenants in the indenture with the company’s other debt instruments. The proposed amendments would permit the spinoff or any distribution of the interest held by Volcan or any of its subsidiaries in Cosco Shipping Ports Chancay Peru SA and/or Roquel Global SAC without regard to any limitations to the making of restricted payments.

Consents may be submitted without tendering notes, but not vice versa, and are subject to the same deadlines as the tender offer.

Consents delivered on or prior to the 5 p.m. ET June 15 early deadline will be eligible for a payment of $2.50 per $1,000 principal amount consenting. Consents delivered after the early deadline but before the expiration time will not be eligible for the consent payment.

Consent solicitation payments are not included in the maximum tender amount.

Volcan intends to accept for purchase all notes validly tendered at or prior to the early tender date and will only prorate such notes if the principal amount of such notes exceeds the maximum tender amount.

If the tender offer is not fully subscribed as of the early tender date, holders who validly tender notes after the early tender date may likewise have their tenders subject to proration if the maximum tender amount is exceeded.

Subject to the maximum tender amount and proration and subject to the priority in proration, all notes validly tendered at or prior to the early tender date will be accepted for purchase before any notes validly tendered after the early tender date are accepted for purchase.

If the tender offer is fully subscribed as of the early tender date, holders who validly tender notes after the early tender date will not have any of their notes accepted for purchase unless Volcan increases the maximum tender amount.

Tenders may be withdrawn and consents revoked at or prior to 5 p.m. ET June 15. For any tender withdrawn, the concurrent consent will be revoked, and vice versa.

The offer will expire at 11:59 p.m. ET June 30.

Global Bondholder Services Corp. (212 430-3774, 855 654-2014; contact@gbsc-usa.com) is the tender and information agent.

Citigroup Global Markets Inc. (800 558-3745, 212 723-6106) and Santander Investment Securities Inc. (855 404-3636, 212 940-1442) are dealer managers.

Volcan is a mining company based in Lima, Peru.

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