FINANCING:

12 Months Ended

Dec. 31, 2022

FINANCING:

FINANCING:

NOTE 11—FINANCING:

Long-term debt (in millions):

							Carrying
							value as of
	Face		Issuance		Issuance		December 31,
	amount		discount		costs		2022
3.875% Senior unsecured notes due 2025		500		(0.7)		(0.7)		498.6
9.250% Yankee bonds due 2028		51.2		—		—		51.2
7.500% Senior unsecured notes due 2035		1,000		(11.0)		(7.3)		981.7
6.750% Senior unsecured notes due 2040		1,100		(6.6)		(5.2)		1,088.2
5.250% Senior unsecured notes due 2042		1,200		(17.6)		(5.9)		1,176.5
5.875% Senior unsecured notes due 2045		1,500		(15.4)		(8.2)		1,476.4
4.500% Minera Mexico Senior unsecured notes due 2050		1,000		(12.1)		(9.3)		978.6
Total	$	6,351.2	$	(63.4)	$	(36.6)		6,251.2
Less, current portion								—
Total long-term debt							$	6,251.2

							Carrying
							value as of
	Face		Issuance		Issuance		December 31,
	amount		discount		costs		2021
3.500% Senior unsecured notes due 2022	$	300	$	(0.1)	$	(0.2)	$	299.7
3.875% Senior unsecured notes due 2025		500		(1.0)		(1.0)		498.0
9.250% Yankee bonds due 2028		51.2		—		—		51.2
7.500% Senior unsecured notes due 2035		1,000		(11.6)		(7.6)		980.8
6.750% Senior unsecured notes due 2040		1,100		(6.7)		(5.4)		1,087.9
5.250% Senior unsecured notes due 2042		1,200		(18.1)		(6.0)		1,175.9
5.875% Senior unsecured notes due 2045		1,500		(15.8)		(8.3)		1,475.9
4.500% Minera Mexico Senior unsecured notes due 2050		1,000		(12.3)		(9.5)		978.2
Total	$	6,651.2	$	(65.6)	$	(38.0)		6,547.6
Less, current portion								(299.7)
Total long-term debt							$	6,247.9

The bonds, referred above as “Yankee bonds”, contain a covenant requiring Minera Mexico to maintain a ratio of EBITDA to interest expense of not less than 2.5 to 1.0 as such terms are defined in the debt instrument. At December 31, 2022, Minera Mexico was in compliance with this covenant.

Between July 2005 and April 2015 the Company issued fixed-rate senior unsecured notes eight times for a total of $6.2 billion, as listed above. Interest on the notes is paid semi-annually in arrears. The notes rank pari passu with each other and rank pari passu in right of payment with all of the Company’s other existing and future unsecured and unsubordinated indebtedness. Net proceeds are being used for general corporate purposes, including the financing of the Company´s capital investment program. The notes were issued with an underwriters’ discount. The unamortized balance of the discount and the costs of these notes are presented net of the carrying value of the debt issued and are amortized as interest expense over the life of the loan.

The indentures relating to the notes contain certain restrictive covenants, including limitations on liens, limitations on sale and leaseback transactions, rights of the holders of the notes upon the occurrence of a change of control triggering event, limitations on subsidiary indebtedness and limitations on consolidations, mergers, sales or conveyances. Certain of these covenants cease to be applicable before the notes mature if the Company obtains an investment grade rating. The Company obtained investment grade rating in 2005. The Company has registered these notes under the Securities Act of 1933, as amended. The Company may issue additional debt from time to time pursuant to certain of the indentures.

If the Company experiences a “Change of Control Triggering Event”, the Company must offer to repurchase the notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any. A Change of Control Trigger Event means a Change of Control (as defined) and a rating decline (as defined), that is, if the rating of the notes, by at least one of the rating agencies shall be decreased by one or more gradations.

At December 31, 2022, the Company was in compliance with the covenants of the notes.

On September 26, 2019, SCC’s subsidiary Minera Mexico S.A. de C.V. issued $1.0 billion of fixed-rate senior notes with a discount of $12.7 million. Additionally, issuance costs of $9.8 million associated with these notes were paid and deferred. The unamortized balance of the discount and the costs are presented net of the carrying value of the debt issued and are amortized as interest expense over the life of the loan. This debt was issued in one tranche, due in 2050 at an annual interest rate of 4.5%. Interest on the notes is paid semi-annually in arrears. The Company intends to use the net proceeds from this offering (i) to finance Minera Mexico expansion program, including the Buenavista Zinc, Pilares and El Pilar projects, (ii) for other capital expenditures and (iii) for general corporate purposes.

The notes constitute general unsecured obligations of Minera Mexico. The notes were issued in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The Company capitalized the costs associated with the issuance of this facility, which are included as part of the amortized cost of the long-term debt in the consolidated balance sheet.

In connection with the transaction, on September 26, 2019, Minera Mexico entered into an indenture with Wells Fargo Bank, National Association, as trustee, which provided for the issuance, and set forth the terms of the notes described above. The indenture contains covenants that limit Minera Mexico's ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of Minera Mexico's assets.

Aggregate maturities of the outstanding borrowings at December 31, 2022, are as follows:

	Principal
Years	Due(*)
	(in millions)
2023	$	—
2024		—
2025		500.0
2026		—
2027		—
Thereafter		5,851.2
Total	$	6,351.2

(*)Total debt maturities do not include the debt discount valuation account of $100.0 million.