UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2014
Commission File Number: 001-34244
HUDBAY MINERALS INC.
(Translation of registrants name into English)
25 York Street, Suite 800
Toronto, Ontario
M5J 2V5, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F o Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
EXPLANATORY NOTE
On July 31, 2014, HudBay Minerals Inc. (Hudbay) filed on the Canadian Securities Administrators System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com the following documents: (i) a press release announcing Hudbays offering of an additional US$150 million aggregate principal amount of its 9.50% senior unsecured notes due October 1, 2020 (the Notes); and (ii) a press release announcing Hudbays pricing of an additional US$170 million aggregate principal amount of the Notes.
Copies of the filings are attached to this Form 6-K and incorporated herein by reference, as follows:
· Exhibit 99.1 Press release announcing Hudbays offering of the Notes; and
· Exhibit 99.2 Press release announcing Hudbays pricing of the Notes.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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HUDBAY MINERALS INC. | |
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(registrant) | |
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By: |
/s/ Patrick Donnelly |
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Name: |
Patrick Donnelly |
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Title: |
Vice President and General Counsel |
Date: July 31, 2014 |
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Exhibit 99.1
TMX, NYSE HBM
2014 No. 37
Hudbay Announces Offering of US$150,000,000 Senior Unsecured Notes
Toronto, Ontario, July 31, 2014 HudBay Minerals Inc. (Hudbay or the company) (TSX:HBM) (NYSE:HBM) today announced that it is offering an additional US$150 million aggregate principal amount of its 9.50% senior unsecured notes due October 1, 2020 (the Notes). The Notes are additional to the US$750 million aggregate principal amount of 9.50% senior unsecured notes that Hudbay issued in September 2012, June 2013 and December 2013 (the Existing Notes). Hudbay plans to use the net proceeds from the offering for the repayment of existing debt of its new approximately 96%-owned subsidiary, Augusta Resource Corporation (Augusta), and for general corporate purposes.
Note Offering
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or the securities laws of any other jurisdiction. The Notes have not been qualified by a prospectus in Canada. Unless they are registered or qualified by a prospectus, the Notes may be offered only in transactions that are exempt from registration under the Securities Act, prospectus qualification under Canadian securities laws or the securities laws of any other jurisdiction. In the United States, the Notes will be offered only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. In connection with the offering of the Notes, Hudbay expects to enter into a registration rights agreement pursuant to which it will agree to offer to exchange the Notes for identical new notes registered under the Securities Act or, under certain circumstances, to cause a shelf registration statement providing for the resale of the notes to become effective.
The Notes will constitute a part of the same series of notes as the Existing Notes for all purposes of the indenture, although the Notes will not initially be fungible with the Existing Notes. Exchange notes issued in connection with the exchange offer Hudbay is required to conduct pursuant to the registration rights agreement are expected to be fungible and have the same CUSIP number as the Existing Notes.
This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
TMX, NYSE HBM
2014 No. 37
Cautionary Note Regarding Forward Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, forward-looking information) within the meaning of applicable Canadian and United States securities legislation. Forward-looking information includes information that relates to, among other things, our objectives, strategies, and intentions and future financial and operating performance and prospects, our intention to complete the proposed offering and the subsequent exchange offer and our expectations as to the use of proceeds from the offering. Forward-looking information is not, and cannot be, a guarantee of future results or events. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by us at the date the forward-looking information is provided, inherently are subject to significant risks, uncertainties, contingencies and other factors that may cause actual results and events to be materially different from those expressed or implied by the forward-looking information. The material factors or assumptions that we identified and were applied by us in drawing conclusions or making forecasts or projections set out in the forward looking information include, but are not limited to, the execution of our business strategy, including the success of our strategic investments and initiatives; the availability of financing for our exploration and development projects and activities; the ability to complete project targets on time and on budget and other events that may affect our ability to develop our projects; no significant and continuing adverse changes in general economic conditions or conditions in the financial markets; and Hudbays intentions with respect to Augusta.
The risks, uncertainties, contingencies and other factors that may cause actual results to differ materially from those expressed or implied by the forward-looking information may include, but are not limited to, risks generally associated with the mining industry, such as economic factors (including future commodity prices, currency fluctuations, energy prices and general cost escalation), uncertainties related to the development and operation of the companys projects (including the impact on project cost and schedule of construction delays and unforeseen risks and other factors beyond our control), depletion of its reserves, risks related to political or social unrest or change and those in respect of aboriginal and community relations and title claims, operational risks and hazards, including unanticipated environmental, industrial and geological events and developments and the inability to insure against all risks, failure of plant, equipment, processes, transportation and other infrastructure to operate as anticipated, compliance with government and environmental regulations, including permitting requirements and anti-bribery legislation, dependence on key personnel and employee relations, volatile financial markets that may affect our ability to obtain financing on acceptable terms, uncertainties related to the geology, continuity, grade and estimates of mineral reserves and resources and the potential for variations in grade and recovery rates, uncertain costs of reclamation activities, Hudbays ability to comply with the companys pension and other post-retirement obligations, Hudbays ability to abide by the covenants in the companys debt instruments, as well as the risks discussed under the heading Risk Factors in Hudbays most recent annual information form. Should one or more risk, uncertainty, contingency or other factor materialize or should any factor or assumption prove incorrect, actual results could vary materially from those expressed or implied in the forward-looking information. Accordingly, the reader should not place undue reliance on forward-looking information. Hudbay does not assume any obligation to update or revise any forward-looking information after the date of this news release or to explain any material difference between subsequent actual events and any forward-looking information, except as required by applicable law.
TMX, NYSE HBM
2014 No. 37
About Hudbay
Hudbay (TSX, NYSE: HBM) is a Canadian integrated mining company with assets in North and South America principally focused on the discovery, production and marketing of base and precious metals. Hudbays objective is to maximize shareholder value through efficient operations, organic growth and accretive acquisitions, while maintaining its financial strength. A member of the S&P/TSX Composite Index and the S&P/TSX Global Mining Index, Hudbay is committed to high standards of corporate governance and sustainability. Further information about Hudbay can be found on www.hudbayminerals.com.
For further information, please contact:
Candace Brule
Director, Investor Relations
(416) 814-4387
candace.brule@hudbayminerals.com
Exhibit 99.2
TMX, NYSE HBM
2014 No. 38
Hudbay Announces Pricing for US$170,000,000 Senior Unsecured Notes
Toronto, Ontario, July 31, 2014 HudBay Minerals Inc. (Hudbay or the company) (TSX:HBM) (NYSE:HBM) today announced that it has priced an additional offering of US$170 million aggregate principal amount of its 9.50% senior unsecured notes due October 1, 2020 (the Notes). The Notes are additional to the US$750 million aggregate principal amount of 9.50% senior unsecured notes that Hudbay issued in September 2012, June 2013 and December 2013 (the Existing Notes). The Notes were priced at 107.00% of the aggregate principal amount, providing the company with gross proceeds of US$181.9 million and will yield 8.03% to maturity. The offering is expected to close on or about August 6, 2014, subject to customary closing conditions. Hudbay plans to use the net proceeds from the offering for the repayment of existing debt of its new approximately 96%-owned subsidiary, Augusta Resource Corporation (Augusta), and for general corporate purposes.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or the securities laws of any other jurisdiction. The Notes have not been qualified by a prospectus in Canada. Unless they are registered or qualified by a prospectus, the Notes may be offered only in transactions that are exempt from registration under the Securities Act, prospectus qualification under Canadian securities laws or the securities laws of any other jurisdiction. In the United States, the Notes will be offered only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. In connection with the offering of the Notes, Hudbay expects to enter into a registration rights agreement pursuant to which it will agree to offer to exchange the Notes for identical new notes registered under the Securities Act or, under certain circumstances, to cause a shelf registration statement providing for the resale of the notes to become effective.
The Notes will constitute a part of the same series of notes as the Existing Notes for all purposes of the indenture and once exchanged pursuant to the exchange offer are expected to be fungible and have the same CUSIP number as the Existing Notes.
This news release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
TMX, NYSE HBM 2014 No. 38 |
Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, forward-looking information) within the meaning of applicable Canadian and United States securities legislation.
Forward-looking information includes information that relates to, among other things, our objectives, strategies, and intentions and future financial and operating performance and prospects, our intention to complete the proposed offering and the subsequent exchange offer and our expectations as to the use of proceeds from the offering. Forward-looking information is not, and cannot be, a guarantee of future results or events. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by us at the date the forward-looking information is provided, inherently are subject to significant risks, uncertainties, contingencies and other factors that may cause actual results and events to be materially different from those expressed or implied by the forward-looking information. The material factors or assumptions that we identified and were applied by us in drawing conclusions or making forecasts or projections set out in the forward looking information include, but are not limited to, the execution of our business strategy, including the success of our strategic investments and initiatives; the availability of financing for our exploration and development projects and activities; the ability to complete project targets on time and on budget and other events that may affect our ability to develop our projects; no significant and continuing adverse changes in general economic conditions or conditions in the financial markets; and Hudbays intentions with respect to Augusta.
The risks, uncertainties, contingencies and other factors that may cause actual results to differ materially from those expressed or implied by the forward-looking information may include, but are not limited to, risks generally associated with the mining industry, such as economic factors (including future commodity prices, currency fluctuations, energy prices and general cost escalation), uncertainties related to the development and operation of the companys projects (including the impact on project cost and schedule of construction delays and unforeseen risks and other factors beyond our control), depletion of its reserves, risks related to political or social unrest or change and those in respect of aboriginal and community relations and title claims, operational risks and hazards, including unanticipated environmental, industrial and geological events and developments and the inability to insure against all risks, failure of plant, equipment, processes, transportation and other infrastructure to operate as anticipated, compliance with government and environmental regulations, including permitting requirements and anti-bribery legislation, dependence on key personnel and employee relations, volatile financial markets that may affect our ability to obtain financing on acceptable terms, uncertainties related to the geology, continuity, grade and estimates of mineral reserves and resources and the potential for variations in grade and recovery rates, uncertain costs of reclamation activities, Hudbays ability to comply with the companys pension and other post-retirement obligations, Hudbays ability to abide by the covenants in the companys debt instruments, as well as the risks discussed under the heading Risk Factors in Hudbays most recent annual information form. Should one or more risk, uncertainty, contingency or other factor materialize or should any factor or assumption prove incorrect, actual results could vary materially from those expressed or implied in the forward-looking information. Accordingly, the reader should not place undue reliance on forward-looking information. Hudbay does not assume any obligation to update or revise any forward-looking information after the date of this news release or to explain any material difference between subsequent actual events and any forward-looking information, except as required by applicable law.
TMX, NYSE HBM 2014 No. 38 |
About Hudbay
Hudbay (TSX, NYSE: HBM) is a Canadian integrated mining company with assets in North and South America principally focused on the discovery, production and marketing of base and precious metals. Hudbays objective is to maximize shareholder value through efficient operations, organic growth and accretive acquisitions, while maintaining its financial strength. A member of the S&P/TSX Composite Index and the S&P/TSX Global Mining Index, Hudbay is committed to high standards of corporate governance and sustainability. Further information about Hudbay can be found on www.hudbayminerals.com.
For further information, please contact:
Candace Brule
Director, Investor Relations
(416) 814-4387
candace.brule@hudbayminerals.com
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