Summary
Southern Peru Copper Corporation (SPCC) announced on April 4, 2005, the entry into a material definitive agreement, a Registration Rights Agreement, effective as of March 31, 2005. This agreement was entered into with several significant shareholders, including Cerro Trading Company, Inc., SPC Investors, L.L.C., Phelps Dodge Corporation, Phelps Dodge Overseas Capital Corporation, Climax Molybdenum B.V., and Americas Mining Corporation. The primary purpose of this agreement is to facilitate the resale of SPCC's common stock held by these "Selling Stockholders," particularly following SPCC's acquisition of Minera México, S.A. de C.V. on April 1, 2005. The agreement mandates SPCC to file a shelf registration statement on Form S-3 by April 29, 2005, covering the resale of shares held by the Selling Stockholders. During the initial six months after the registration statement becomes effective, these shareholders will be limited to selling their shares through underwritten offerings sponsored by SPCC. SPCC is also restricted from conducting its own primary offerings during this period. Following this initial six-month window, further sales are permitted, subject to volume restrictions, though SPCC's obligation to sponsor underwritten offerings ceases. Additionally, the Selling Stockholders have agreed to convert their Class A Common Stock into SPCC's Common Stock upon the registration statement's effectiveness.
Key Highlights
- 1SPCC entered into a Registration Rights Agreement on April 4, 2005, with key shareholders including Cerro Trading, SPC Investors, Phelps Dodge entities, Climax Molybdenum, and Americas Mining.
- 2The agreement facilitates the resale of common stock held by these "Selling Stockholders."
- 3SPCC is obligated to file a shelf registration statement (Form S-3) by April 29, 2005, for the resale of shares.
- 4For the first six months post-effectiveness, sales by Selling Stockholders will primarily occur via SPCC-sponsored underwritten offerings.
- 5During the initial six-month period, SPCC is restricted from conducting its own primary common stock offerings.
- 6Selling Stockholders holding Class A Common Stock agreed to convert these shares into SPCC's Common Stock upon the registration statement's effectiveness.
- 7As of March 31, 2005, the Selling Stockholders collectively owned a significant portion (34.3%) of SPCC's Class A Common Stock.