LUXEMBOURG, April 12,
2024 /PRNewswire/ -- Nexa Resources S.A. ("Nexa
Resources", "Nexa" or the "Company") (NYSE Symbol: "NEXA")
announces today the early tender expiration and results of its
previously announced offer to purchase for cash (the "2028 Tender
Offer"). Pursuant to the offer to purchase dated April 1, 2024 (the "Offer to Purchase"), Nexa
Resources offered to purchase for cash (i) any and all of its
5.375% senior unsecured guaranteed notes due 2027 (the "2027
Notes") and (ii) up to a Maximum Payment Amount (as defined in the
Offer to Purchase) of its outstanding 6.500% Notes due 2028
unconditionally and irrevocably guaranteed by the Guarantors (the
"2028 Notes"). On April 5, 2024, Nexa
announced the results of the tender offer for its 2027 Notes and on
April 10, 2024, Nexa purchased 69.2%
of the outstanding principal amount of its 2027 Notes.
As of 5:00pm (New York City time) today (the "2028 Early
Tender Date") according to information received from D.F. King
& Co., Inc., the information and tender agent for the 2028
Tender Offer, (the "Tender and Information Agent"), US$247,185,000.00 of the principal amount
outstanding of 2028 Notes were validly tendered, and not validly
withdrawn. As of 5:00pm (New York City time), on April 12, 2024 (the "2028 Notes Withdrawal
Deadline"), 2028 Notes validly tendered in the 2028 Tender Offer
may no longer be withdrawn except in certain limited circumstances
where additional withdrawal rights are required by law.
Because the aggregate purchase price of the 2028 Notes validly
tendered and not validly withdrawn on or prior to the 2028 Early
Tender Date (including Accrued Interest, as defined below) is
expected to exceed the Maximum Payment Amount, Nexa Resources
expects to accept the validly tendered 2028 Notes on a prorated
basis according to the principal amount of such 2028 Notes, such
that Nexa Resources spends no more than the Maximum Payment Amount
(including Accrued Interest). The principal amount of 2028 Notes
tendered by a holder of 2028 Notes will be multiplied by the
proration rate indicated below and then rounded down to the nearest
US$1,000.00 increment. The Maximum
Payment Amount to be spent by Nexa in the purchase of the 2028
Notes (including principal, premium and accrued interest) is
US$103,051,943.46, which is (1)
US$600.00 million less (2) the
aggregate amount that holders of the 2027 Notes received for the
2027 Notes validly tendered and accepted for purchase pursuant to
the 2027 Tender Offer, including the payment of any premiums,
accrued interest and costs and expenses incurred in connection the
tender offers.
The following table sets forth certain information relating to
the 2028 Tender Offer, including the principal amount of 2028 Notes
validly tendered and not validly withdrawn and accepted for
purchase in the 2028 Tender Offer.
Title of
Security
|
CUSIP
|
ISIN
|
Principal
Amount
Outstanding
Prior to the
2028 Tender
Offer
|
Principal Amount
Validly Tendered
and Not Validly
Withdrawn at or
Prior to the 2028
Early Tender Date
|
Principal
Amount Accepted for
Purchase
|
Proration Factor
|
2028 Total
Consideration(1)
|
6.500%
Notes
due
2028
|
65290D
AA1 /
L67359
AA4
|
US65290DAA19/
USL67359AA48
|
US$500,000,000
|
US$247,185,000.00
|
US$99,499,000.00
|
32.3 %
|
US$1,020.00
|
|
|
|
|
|
|
|
(1)
|
The amount to be paid
for each US$1,000.00 principal amount of 2028 Notes validly
tendered and accepted for purchase. The 2028 Total Consideration
includes a 2028 Early Tender Payment of US$30.00 for each
US$1,000.00 principal amount of 2028 Notes due to holders of 2028
Notes who validly tender 2028 Notes on or prior to the 2028 Early
Tender Date.
|
Holders of 2028 Notes accepted for purchase in the 2028 Tender
Offer will be eligible to receive the total consideration of
US$1,020.00 per US$1,000.00 principal amount of 2028 Notes
tendered (the "2028 Total Consideration"). 2028 Notes tendered and
not accepted for purchase will be promptly returned to the
tendering holders of 2028 Notes as described in the Offer to
Purchase.
Although the 2028 Tender Offer is scheduled to expire at
5:00pm (New
York City time), on April 29,
2024 (such date and time, as may be extended or earlier
terminated by Nexa Resources), because the 2028 Tender Offer was
fully subscribed as of the 2028 Early Tender Date, Nexa Resources
does not expect to accept for purchase any 2028 Notes tendered
after the 2028 Early Tender Date.
The settlement date of the 2028 Tender Offer will occur within
one business day following the 2028 Early Expiration Date, on
April 15, 2024, or as promptly as
practicable thereafter (the "2028 Early Settlement Date").
The 2028 Total Consideration will be paid together with accrued
and unpaid interest on the 2028 Notes from the last interest
payment date preceding the applicable 2028 Early Settlement Date
to, but not including such 2028 Early Settlement Date ("Accrued
Interest"). All 2028 Notes accepted for purchase in the 2028 Tender
Offer will cease to accrue interest on the applicable 2028 Early
Settlement Date, unless Nexa Resources defaults in the payment of
amounts payable pursuant to the 2028 Tender Offer. All 2028
Notes not tendered or accepted for purchase shall continue to
accrue interest.
Nexa Resources has engaged BBVA Securities Inc., Citigroup
Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, MUFG
Securities Americas Inc. and Mizuho Securities USA LLC to act as the dealer managers (the
"Dealer Managers") in connection with the 2028 Tender Offer. The
complete terms and conditions of the 2028 Tender Offer are
described in the Offer to Purchase. Holders of 2028 Notes are
strongly encouraged to carefully read the Offer to Purchase.
Requests for copies of the Offer to Purchase should be directed to
the Tender and Information Agent at www.dfking.com/nexa or +1 (800)
859-8509 (U.S. toll free) and +1 (212) 269-5550 (collect) or by
email to nexa@dfking.com. Questions regarding the terms of
the 2028 Tender Offer may be directed to BBVA Securities Inc. by
telephone at +1 (800) 422-8692 (toll free) or +1 (212) 728-2303
(collect), Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll
free) or +1 (212) 723-6106 (collect), HSBC Securities (USA) Inc. at +1 (888) 4722-456 (toll free) or
+1 (212) 525-5552 (collect), J.P. Morgan Securities LLC at +1 (866)
846-2874 (toll free) or +1 (212) 834-7279 (collect), MUFG
Securities Americas Inc. at +1 (877) 744-4532 (toll free) or +1
(212) 405-7481 (collect) and Mizuho Securities USA LLC at +1 (866) 271-7406 (toll free) or +1
(212) 205-7736 (collect).
This press release is for informational purposes only and does
not constitute an offer to purchase or the solicitation of
acceptance of the Offer to Purchase. Neither the U.S. Securities
and Exchange Commission, any U.S. state securities commission nor
any regulatory authority of any other country has approved or
disapproved of the 2028 Tender Offer, passed upon the merits or
fairness of the 2028 Tender Offer or passed upon the adequacy or
accuracy of the disclosure in the Offer to Purchase.
About Nexa
Nexa is a large-scale, low-cost integrated zinc producer with
over 65 years of experience developing and operating mining and
smelting assets in Latin America.
Nexa currently owns and operates four long-life mines, three of
which are located in the Central Andes region of Peru, and one of which is located in the state
of Minas Gerais in Brazil. Nexa is
ramping up Aripuanã, its fifth mine, in the state of Mato Grosso in Brazil. Nexa also currently owns and operates
three smelters, two of which are located in the state of Minas
Gerais in Brazil, and one of which
is located in Cajamarquilla, Peru,
which is the largest smelter in the Americas.
Nexa was among the top five producers of mined zinc globally in
2023 and one of the top five metallic zinc producers worldwide in
2023, according to Wood Mackenzie.
Cautionary Statement on Forward-Looking Statements
This news release contains certain forward-looking information
and forward-looking statements as defined in applicable securities
laws (collectively referred to in this news release as
"forward-looking statements"). Forward-looking statements contained
in this news release may include, but are not limited to, zinc and
other metal prices and exchange rate assumptions, projected
operating and capital costs, metal or mineral recoveries, head
grades, mine life, production rates, and returns; the Company's
potential plans; the estimation of the tonnage, grade and content
of deposits and the extent of mineral resource and mineral reserve
estimates; timing of commencement of production; exploration
potential and results; and the timing and receipt of necessary
permits for future operations.
These statements are based on information currently available to
the Company and the Company provides no assurance that actual
results and future performance and achievements will meet or not
differ from the expectations of management or qualified persons.
All statements other than statements of historical fact are
forward-looking statements. The words "believe," "will," "may,"
"may have," "would," "estimate," "continues," "anticipates,"
"intends," "plans," "expects," "budget," "scheduled," "forecasts"
and similar words are intended to identify estimates and
forward-looking statements. Forward-looking statements are not
guarantees and involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Actual results and developments may
be substantially different from the expectations described in the
forward-looking statements for a number of reasons, many of which
are not under our control, among them, the activities of our
competition, the future global economic situation, weather
conditions, market prices and conditions, exchange rates, and
operational and financial risks. The unexpected occurrence of one
or more of the abovementioned events may significantly change the
results of our operations on which we have based our estimates and
forward-looking statements. Our estimates and forward-looking
statements may also be influenced by, among others, legal,
political, environmental, or other risks that could materially
affect the potential development of the Project, including risks
related to outbreaks of contagious diseases or health crises
impacting overall economic activity regionally or globally, as well
as risks relating to ongoing or future investigations by local
authorities with respect to our business and operations and the
conduct of our customers, including the impact to our financial
statements regarding the resolution of any such matters.
These forward-looking statements related to future events or
future performance and include current estimates, predictions,
forecasts, beliefs and statements as to management's expectations
with respect to, but not limited to, the business and operations of
the Company and mining production, our growth strategy, the impact
of applicable laws and regulations, future zinc and other metal
prices, smelting sales, capex, expenses related to exploration and
project evaluation, estimation of Mineral Reserves and/or Mineral
Resources, mine life and our financial liquidity.
Forward-looking statements are necessarily based upon a number
of factors and assumptions that, while considered reasonable and
appropriate by management and qualified persons considering their
experience are inherently subject to significant uncertainties and
contingencies and may prove to be incorrect. Statements concerning
future production costs or volumes are based on numerous
assumptions of management regarding operating matters and on
assumptions that demand for products develops as anticipated, that
customers and other counterparties perform their contractual
obligations, full integration of mining and smelting operations,
that operating and capital plans will not be disrupted by issues
such as mechanical failure, unavailability of parts and supplies,
labor disturbances, interruption in transportation or utilities,
adverse weather conditions, and that there are no material
unanticipated variations in metal prices, exchange rates, or the
cost of energy, supplies or transportation, among other
assumptions.
Estimates and forward-looking statements refer only to the date
when they were made, and we do not undertake any obligation to
update or revise any estimate or forward-looking statement due to
new information, future events or otherwise, except as required by
law. Estimates and forward-looking statements involve risks and
uncertainties and do not guarantee future performance, as actual
results or developments may be substantially different from the
expectations described in the forward-looking statements. Further
information concerning risks and uncertainties associated with
these forward-looking statements and our business can be found in
our public disclosures filed under our profile on SEDAR
(www.sedarplus.ca) and on EDGAR (www.sec.gov).
For further information, please contact:
Investor Relations Team
ir@nexaresouces.com
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SOURCE Nexa Resources S.A.