#Luxembourg #Tender Offers #Nexa Resources #NEXA

Nexa Resources Initiates Tender Offers for 2027 and 2028 Notes

Nexa Resources S.A. has officially announced the initiation of cash tender offers for its outstanding 2027 and 2028 notes. This strategic move aims to enhance financial positioning while providing attractive opportunities for investors. The Company is looking to repurchase up to $615 million in notes, comprising the 5.375% Notes due in 2027 and the 6.500% Notes due in 2028.

Terms of the Tender Offers

The cash tender offers include:

• - 2027 Notes:

- Principal Amount: $215,500,000
- Total Consideration: $1,015.00 per $1,000 principal

• - 2028 Notes:

- Principal Amount: $400,500,000
- Total Consideration: $1,041.25 per $1,000 principal

These offers signify Nexa's commitment to maintaining a robust capital structure and optimizing its debt profile. To be eligible for the offers, holders of the notes must tender their securities or deliver a notice of guaranteed delivery before the specified expiration date, which is set for 5 p.m. New York City time on April 4, 2025, unless further extended or modified.

Investor Considerations

The tender offers provide an attractive opportunity for noteholders to liquidate their positions at premium prices. Tendered notes may be withdrawn at any time before the expiration date, suggesting that investors retain flexibility throughout the tender process. This flexibility is particularly appealing given the potential market fluctuations.

During this process, Nexa Resources expressed its intention to prioritise investors who participate in the tender offers when allocating new notes in future debt offerings. This creates a strong incentive for noteholders to engage in the tender process and secure favorable terms in subsequent offerings. The associated new notes are part of a planned concurrent debt issuance, expected to further bolster Nexa’s financial capability.

Bondholder Rights and Conditions

The company has established clear guidelines and conditions for the tender offers. Notably, these offers are not dependent on a minimum principal amount being tendered, which allows for a broader participation from investors. Furthermore, the company reserves the right to waive any tender offer conditions and modify offer terms as appropriate, enhancing the total flexibility of the process.

Holders of the accepted notes will be compensated with both the total consideration and accrued interest from the last applicable interest payment date until the anticipated settlement date of April 9, 2025. This ensures holders will receive a complete financial return on their investment.

Conclusion

Nexa Resources aims to strengthen its market position through these strategic cash tender offers. By offering competitive pricing and engaging investors with favorable terms, Nexa seeks to enhance its financing flexibility and overall operational strength. This initiative is anticipated to be beneficial for both the company and its bondholders, aligning the interests of both parties in the capital market.

The details regarding the tender offers are fully outlined in the Offer to Purchase and associated documents, which can be obtained from D.F. King & Co. For any inquiries regarding the tender offers or the company’s financial strategies, stakeholders are encouraged to reach out to the relevant dealer managers or the investor relations team.

In a landscape of evolving financial conditions, Nexa Resources demonstrates proactive stewardship over its liabilities, setting a positive precedent for ongoing business operations and financial health.