Antofagasta (ANFGF) SC 13DBUENAVENTURA MINING / ANTOFAGASTA ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Compañía de Minas Buenaventura S.A.A. (Buenaventura Mining Company Inc.)

(Name of Issuer)

ADSs, each representing one common share, nominal (par) value of ten Peruvian Soles per share

(Title of Class of Securities)

204448104**

(CUSIP Number)

Legal Vice President

Av. Apoquindo 4001, Piso 18

Las Condes, Santiago, Chile 7550162

(+ 56 2 2798 7000)

With copies to:

Cleary Gottlieb Steen & Hamilton LLP

Attention: Jeffrey Lewis and Michael Dayan

One Liberty Plaza, New York NY 10006

(212) 225-2000 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 5, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing persons have previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

This Schedule 13D (this “Schedule 13D”) relates to the American Depositary Shares (“ADSs”), each representing one common share, nominal (par) value of ten Peruvian Soles per share (the “Common Shares”), of Compañía De Minas Buenaventura S.A.A. (Buenaventura Mining Company, Inc.), a sociedad anónima abierta (publicly held corporation) incorporated under the laws of the Republic of Peru (the “Issuer”). The principal executive offices of the Issuer are located at Las Begonias 415 Floor 19, San Isidro, Lima 27, Peru. References to Common Shares herein include ADSs, where applicable.

(a-c, f) This Schedule 13D is being filed jointly, pursuant to Rule 13d-1(k) under the Act, by each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):

Andean, a wholly owned subsidiary of Antofagasta, directly beneficially owns the Common Shares reported herein. Metalinvest is the immediate parent company of Antofagasta. Metalinvest holds approximately 50.72% of Antofagasta’s ordinary shares and 94.12% of Antofagasta’s preference shares. Kupferberg holds approximately 9.94% of Antofagasta’s ordinary shares. Metalinvest and Kupferberg are both controlled by E. Abaroa Foundation, in which members of the Luksic family are interested. Aureberg holds approximately 4.26% of Antofagasta’s ordinary shares. Aureberg is controlled by Severe Studere Foundation, which is controlled by Mr. Jean-Paul Luksic. As such, each of the Reporting Persons may be deemed to beneficially own the Common Shares held by Andean within the meaning of Rule 13d-3 under the Act. Each of the Reporting Persons disclaims beneficial ownership of the Common Shares held by Andean except to the extent of their pecuniary interest therein. As applicable, the name, business address and present principal occupation or employment of each director, executive officer or controlling person of the Reporting Persons is listed on Schedules 1-7 hereto.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Pursuant to the CSP Transaction (as defined in Item 6 below) between Andean and a financial institution (“Dealer”), Dealer is obligated to deliver to Andean 30,000,000 (subject to reduction in the case of an early termination) ADSs for a purchase price to be determined over the term of the CSP Transaction. Pursuant to the CSP Transaction, Andean prepaid the maximum purchase price for the ADSs and certain non-refundable fees with working capital. Once the aggregate purchase price is known, Dealer will pay Andean an amount equal to the amount, if any, by which the Prepayment Amount (as defined in Item 6 below) exceeds the aggregate purchase price.

The information set forth or incorporated by reference in Item 6 is incorporated by reference in its entirety into this Item 4.

On December 12, 2023, representatives of the Reporting Persons informed the Issuer of their investment in the Issuer, and on that day and the following days the Reporting Persons and the Issuer discussed a proposal by the Reporting Persons to develop a framework of collaboration for the benefit of the Issuer and its stakeholders, including with respect to strategic, operational and financial matters, including a proposal for Antofagasta to be represented on the board of directors of the Issuer (the “Board”). The Reporting Persons and the Issuer have not reached agreement on these matters as of the date of this filing.

The Reporting Persons may continue to discuss the foregoing matters and/or consider and/or develop other plans and/or make other proposals (whether preliminary or final) with respect to, among other things, potential changes in the Issuer’s business, operations, management, governance, organizational documents, size and composition of the Board and the election, term and replacement of members of the Board, ownership, capital or corporate structure, sale transactions, dividend policy, strategy and plans, as well as potential financings, business combinations, strategic alternatives and other matters concerning the Issuer. The Reporting Persons may communicate with the Board and members of the Issuer’s management team or other stakeholders or third parties regarding the foregoing. The Reporting Persons may change their intentions with respect to any and all matters referred to in this Item 4 at any time. The Reporting Persons may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such actions or transactions.

Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedules 1-7 hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present Board or management of the Issuer, including changing the number or term of or replacing directors or filling any existing vacancies on the Board; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; and taking any action similar to any of those enumerated above.

(a)-(b) See pages 2-9 of this Schedule 13D for the aggregate number and percentage of Common Shares beneficially owned by each Reporting Person, the number of Common Shares as to which there is sole or shared power to vote, or to direct the vote, and sole or shared power to dispose or to direct the disposition. As of the date hereof, the Reporting Persons may be deemed to be the beneficial owners of 48,058,225 Common Shares represented by ADSs. Of the Common Shares beneficially owned, (i) 18,058,225 Common Shares, representing approximately 7.1% of the Issuer’s outstanding shares are held by Andean on the date hereof, and (ii) 30,000,000 Common Shares, represented by 30,000,000 ADSs underlying the CSP Transaction, representing approximately 11.8% of the Issuer’s outstanding shares, may be delivered to Andean subject to the completion of the CSP Transaction and potential reduction as a result of an early termination as described in Item 6 below. All percentages set forth in this Schedule 13D are based upon the Issuer’s reported 253,715,190 Common Shares outstanding as of March 31, 2023 as reported in the Issuer’s Form 20-F for the fiscal year ended December 31, 2022.

(c) The responses to Item 3 and Item 4 of this Schedule 13D are incorporated by reference herein. On December 5, 2023, Andean acquired 5,626,181 Common Shares represented by ADSs in the open market at a weighted average price per ADS of $9.2832, with a range of prices per ADS from $8.9391 to $9.3000.

Other than as described above, none of the Reporting Persons have effected any transactions in the Issuer’s Common Shares or ADSs during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Andean entered into a contingent share purchase transaction (the “CSP Transaction”) with Dealer, obligating Dealer to deliver to Andean 30,000,000 ADSs (subject to reduction in the case of an early termination). In consideration, Andean agreed to pay the Dealer (1) the average price for the ADSs determined over the term of the CSP Transaction, subject to an agreed maximum cap price and an agreed minimum floor price (the “Average Purchase Price”), and (2) certain non-refundable fees. Andean prepaid to Dealer the maximum cap price for the ADSs (the “Prepayment Amount”) and the non-refundable fees. The term of the CSP Transaction over which the Average Purchase Price is determined may be truncated at Dealer’s discretion.

Dealer’s obligation to deliver (and Andean’s right to acquire) the ADSs under the CSP Transaction was subject to a contingency outside the control of the parties until December 7, 2023. If the contingency was not satisfied, Dealer would have been obligated only to pay to Andean an amount equal to the Prepayment Amount and would not have been obligated to deliver (nor would Andean have had any right to acquire) any ADSs under the CSP Transaction.

Following completion of the term of the CSP Transaction (whether at scheduled final maturity or upon acceleration of maturity at Dealer’s discretion), Dealer will be obligated to (i) deliver 30,000,000 ADSs to Andean and (ii) to the extent the Prepayment Amount exceeds the Average Purchase Price, pay to Andean an amount equal to any such excess.

If the CSP Transaction terminates early due to certain specified events, Dealer will instead be obligated to deliver a pro-rated number of the 30,000,000 ADSs, determined based on the percentage of the scheduled CSP Transaction term then elapsed and, in that case, Dealer will be obligated to pay to Andean an amount equal to the excess of the Prepayment Amount over the product of the number of ADSs delivered and the Average Purchase Price calculated through the date of early termination.

The foregoing description of the CSP Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the CSP Transaction master confirmation, which is filed as Exhibit 2 hereto and incorporated herein by reference.

Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships with respect to the securities of the Issuer among any of the Reporting Persons and any other person or entity.

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: December 15, 2023

Schedule 1

Directors and Executive Officers of Antofagasta plc

Schedule 2

Directors and Executive Officers of Andean LFMA Investment Limited

Schedule 3

Directors of Metalinvest Establishment

Schedule 4

Directors of Kupferberg Establishment

Schedule 5

Directors of Aureberg Establishment

Schedule 6

Members of the Foundation Council of Severe Studere Foundation

Schedule 7

Members of the Foundation Council of E. Abaroa Foundation