Frontera Copper Note Exchange

Frontera Copper was acquired some time ago by a Mexican company and at that time its common shares were delisted. The company still had some notes outstanding, however. They were defaulted on by the company mainly due to financial issues that resulted from the acquired mine assets not being worth what the acquiring company believed they were worth.

There are two series of notes, both senior unsecured notes, with a coupon of 10% and a maturity date of June 15, 2010 and March 15, 2011. They are trading around 67 cents on the dollar. The company has proposed an exchange offer whereby people can tender their notes and receive 90 cents of face value (if tendered early) of new notes earning 10% interest, maturing December 2012. The terms also include that if copper goes below US$2.90/pound, the notes will give 6% interest. Also, the notes will be repaid in 25% installments, starting 18 months after they are issued, and can be extended by another 6 months if copper is below US$2.35/pound. Finally, if the notes are exchanged, unpaid interest on the previous notes will be paid.

The new notes will also be secured by a second-in-line interest on the mine assets after the bank loan, but this security is likely not worth too much.

The only kicker is that the new notes will not be exchange traded.

I am not seriously interested in these notes or the exchange offer, but thought it was an interesting offer. The fact that the market price for these notes plummeted when they announced this offer suggests that the bond market will not be expecting they will be paid in full, despite the effective 13-14% current yield they will receive after the exchange offer. Also, liquidity risk is a serious consideration with respect to the untradable nature of the notes. Finally, the international nature of the notes in question (essentially being secured by a Mexican operation and a Mexican corporation) leaves jurisdictional risk issues in case if they decide to default – who do you end up suing? A worthless BC shell corporation when the assets are held in a Mexican corporation?

It are risk factors like these that made me pass up the risk on this offer, but it might be for some other people to analyze and make a killing if the deal actually works for noteholders.