Waterton Precious Metals Fund II Cayman, LP (“Waterton Mining LP“) and Waterton Mining Parallel Fund Offshore Master, LP (“Waterton Fund II“), each of which are managed by Waterton Global Resource Management, Inc. (“WGRM“, and collectively with Waterton Mining LP and Waterton Fund II, “Waterton“), owning in the aggregate 12.09% of the issued and outstanding common shares (the “Shares“) of Hudbay Minerals Inc. (“Hudbay” or the “Company“) (TSX: HBM) (NYSE: HBM), today filed an information circular (the “Waterton Circular“) and issued a letter to shareholders of the Company (the Shareholders) in connection with its nomination of independent, highly-qualified director candidates for election to the Company’s Board of Directors (the “Board“) at the Annual and Special Meeting of Shareholders scheduled for Tuesday, May 7, 2019 at 10:00 a.m. (Eastern time) (the “Meeting“).
Waterton’s slate of director candidates now includes five individuals, who, if elected, would constitute a minority of the post- Meeting Board: A.E. Michael Anglin, Peter Kukielski, Richard Nesbitt, Daniel Mu±iz Quintanilla and David Smith.
The full text of Waterton’s open letter to Shareholders follows:
April 15, 2019
Dear Hudbay Shareholders,
Waterton Global Resource Management, Inc. on behalf of itself and each of Waterton Mining Parallel Fund Offshore Master, LP and Waterton Precious Metals Fund II Cayman, LP (collectively, Waterton, we or our), owns 12.09% of the issued and outstanding common shares of Hudbay Minerals Inc. (Hudbay or the Company) (TSX: HBM) (NYSE: HBM), making us the Companys second largest shareholder. Waterton is seeking your support to elect a minority slate of five highly-qualified and experienced independent director candidates (the Waterton Nominees) to the Companys board of directors (the Board) at the Companys Annual and Special Meeting of Shareholders to be held on Tuesday, May 7, 2019 at 10:00 a.m. (the Meeting).
The Waterton Nominees are fully independent of Waterton, have impeccable credentials and possess the relevant, diverse and global experience to help fix the broken culture of Hudbays current Board by providing much-needed oversight of strategy and capital allocation in order to create long-term shareholder value at the Company.
Throughout our public engagement with Hudbay, Waterton has sought to keep the campaign focused on the facts. We have not made things personal. Consistently, we have backed up our assertions with data and clearly stated our intentions “ which are to drive long-term share price appreciation for all Hudbay shareholders.
In contrast, the approach taken by the Company in its recent Management Information Circular dated April 5, 2019 (the Hudbay Circular) clearly falls short of even the most basic standards of professionalism. Waterton is shocked and disappointed that a Chairman and Board of a ~$2 billion market capitalization company would conduct themselves in such a childish manner, including by spending shareholder money on creating such a document.
The approach taken by the Company in the Hudbay Circular confirms for us what we previously believed: adult supervision from serious professionals is required at Hudbay. Evidently, the Company is on the wrong side of the facts, and so certain factions of the Board have resorted to desperate measures, vitriol and scattershot arguments to maintain their entrenchment. We will continue to focus on the facts.
Focus on the Facts: The Coverup is Always Worse than the Crime
The manner in which Hudbay has elected to conduct itself in this proxy contest has been increasingly unprofessional and disappointing. However, there is a stark difference between running an aggressive campaign and running a deceitful one. Its a bright line. And its a line that Hudbay has crossed.
The Hudbay Circular and accompanying materials were rife with misleading statements, inaccuracies and blatant mistruths. But there was one accusation made against Waterton that stood out, both for its seriousness and the fact that it was such a galling lie. On page 32 of the investor presentation Hudbay released concurrently with the Hudbay Circular, the Company argues that Waterton has had a negative impact on Hudbays share price. The page states that WATERTON MADE ~60% OF ITS PURCHASES AFTER DRIVING HUDBAYS SHARE PRICE DOWN. Hudbay then stated that a Bloomberg Article Seeded by Waterton artificially manipulated Hudbays share price in order for Waterton to purchase shares at a discount and increase Watertons ownership position. The article in question was the October 4, 2018 Bloomberg article regarding Hudbays deal talks with Mantos Copper.
Just to summarize: Hudbay and its Board accused its second largest shareholder of market manipulation “ a serious allegation against any institutional investor.
Note that in our description we used the past tense of the word accused. That is because at some point last week Hudbay surreptitiously updated its presentation. In the new version, the words seeded by Waterton have been removed from the sentence referring to the Bloomberg report. Even though this alleged action by Waterton had been positioned in the previous version as the smoking gun for the entire argument that Waterton had manipulated Hudbays share price, the rest of the page remains unchanged.
It is not surprising that investors would not have been aware of this highly significant alteration to Hudbays materials, as there was no refiling, noted correction, or any other form of disclosure around the event.
Clearly Hudbay lied. The fact that the Company and the Board then tried to sweep their baseless accusation under the rug without any public disclosure, well after virtually all its investors would have reviewed Hudbays proxy materials, demonstrates an utter lack of integrity or regard for honest communication with shareholders. In our view, all of Hudbays current directors are responsible for this error in judgement and the subsequent coverup. Waterton intends to immediately take the necessary legal steps to ensure that shareholders are given the truth.
In addition to this surreptitious conduct, Hudbay also attempted to discredit Mr. Nesbitt, Mr. Kukielski and Mr. Mu±iz in their proxy materials through patently false and grossly misleading information.
Focus on the Facts: Hibben, Stowe and Gonzales are requesting to be in the Boardroom, Waterton is not
In the Hudbay Circular, the Company makes a number of irresponsible and misleading statements about Watertons investment track record and specific investments. Waterton is a top performing private equity fund with an institutional, multi-disciplinary, platform and it is widely accepted in the market that we are one of the most successful investment firms in the mining sector. To be clear, we are a private investment firm and the Company does not have visibility into our complete investment portfolio.
Hudbay seemingly spent copious amounts of time on Google gathering inaccurate, fragmented and largely irrelevant data points in an effort to mislead shareholders about our investment track record. Hudbay conveniently forgot to mention that our return on our Hudbay investment is 61% and that ~$750 million of value has been created for our fellow shareholders. While we are proud of this performance, we would once again like to reiterate that Watertons track record is not relevant to this campaign. All of the Waterton Nominees are entirely independent of Waterton and Waterton will not be in the boardroom.
Chairman Alan R. Hibben, Kenneth G. Stowe and Igor A. Gonzales, however, are requesting to be in the Boardroom and their judgement and track record is relevant. Lets consider each of their performance: Chairman Hibben and Mr. Stowe have served on the Board in conjunction with the current CEO, CFO and COO being in senior management roles for nearly a decade and Mr. Gonzales has done the same for more than half a decade, during which time an incredible amount of shareholder value has been destroyed. Total shareholder returns (TSR) relative to its peers (Peers)1 during the tenures of Chairman Hibben, Mr. Stowe, and Mr. Gonzales, prior to our public involvement, were -131%, -88% and -75%, respectively. There is no hiding or explaining away this fact. For Board refreshment to be meaningful and effective, Hudbays nomination of three new directors out of an 11-person Board slate is not enough in light of the level of entrenchment, poor judgement and value destruction that has occurred under this Board.
Focus on the Facts: This Entrenched Board is Yet Again Ignoring the Views of Holders of Approximately 30% of Its Shares
On the morning of April 3, 2019, Waterton submitted what was its second term sheet (the April Term Sheet) to Chairman Hibben that set forth a settlement proposal supported by holders of approximately 30% of Hudbays shares. Waterton and the Company had a meeting scheduled for April 4, 2019. Our intentions were to discuss the supported settlement proposal with Chairman Hibben and director Sarah Kavanaugh at the meeting and progress negotiations on the April Term Sheet in the days following, as the Company had until mid-April to issue its circular.
During this meeting, once again, we found Chairman Hibben to be dismissive. Chairman Hibben conveyed that he would discuss the proposal with the remainder of the Board and revert with feedback. We took his words at face value.
The very next day, Mr. Hibben requested a call with Waterton at 10:45 a.m. and on that call indicated that the Company would be rejecting the supported settlement. Mr. Hibben did not provide any feedback or a counter proposal. Less than two hours after the call ended, the Company issued the Hudbay Circular and other proxy-related materials.
From Watertons perspective, we believe the April 4 meeting was merely a charade on the part of Hudbay to create the optics of engagement. The fact that the Company had a press release, presentation, and its circular ready to go “ replete with over the top attacks and false accusations against Waterton and our Waterton Nominees “ in our minds demonstrates that they had no interest in a true negotiation. In fact, the Boards bad faith approach to negotiations has been a consistent theme. In November 2018, when Waterton first engaged in settlement discussions with the Company and owned approximately 8% of the Company, Chairman Hibben offered Waterton 2 of 10 Board seats. In April 2019, despite Waterton now owning approximately 12% of the Company and having ~30% Shareholder support for a settlement proposal, Chairman Hibben offered us 2 of 11 seats, a nonsensical downgrade from his original position. Ultimately, the Board, under the leadership of Chairman Hibben, has shown itself much more adept at entrenchment maneuvers and gamesmanship than at doing whats right for shareholders.
Focus on the Facts: Hudbay is at a Critical Inflection Point
Hudbay is at a strategic inflection point and the upcoming quarters for the Company will not be about picking low-hanging operational fruit “ which is the extent of what the Company has done to date. In fact, we believe that the current Hudbay simply builds for the sake of building “ without regard for the critical issue of how shareholder returns are impacted by its operational decisions. Put another way, the Companys focus on operational issues is tantamount to seeing only the tip of the iceberg. The Board does not have the experience or the skillset needed to see the issues which constitute the rest of the iceberg below the surface “ issues which could sink the Company and destroy even more shareholder value, similar to the Company nearing insolvency and almost defaulting on debt covenants in 2016 after building Constancia. And this is the fundamental difference between the strategy of the incumbent Board and the meaningful strategy that the Waterton Nominees would implement: the incumbent Board just takes the next operational step because its there, the Waterton Nominees would keenly consider long-term shareholder value before taking any step.
At this critical moment, the Company must resolve key strategic issues and make transformational decisions. These include:
- The appropriate mix of assets from a portfolio construction perspective;
- The future of its Manitoba Business Unit;
- The construction of the Rosemont project which Hudbay estimates has a capex of $1.9 billion;
- The appropriate joint venture partner and ownership structure for Rosemont;
- The appropriate financing strategy for Rosemont; and
- Land and community matters at Constancia.
Hudbay now requires a significant change at the Board level to ensure that once the pressure is off, the value that has been created since Watertons involvement continues to grow over the long-term. We believe if meaningful change is not made immediately, Hudbay will revert to its characteristic myopic short-term thinking and poor capital allocation decision-making, something it can ill afford to do at this critical moment.
The Company needs sufficient additional bench-strength in the Boardroom that will:
- Make strategic decisions with a view toward creating long-term shareholder value;
- Allocate capital based on predefined hurdles and as a part of a holistic strategy; and
- End the culture of entrenchment and introduce meaningful accountability.
Lack of Strategic Thinking and Poor Capital Allocation: The Constancia Precedent
The Companys current Board has a terrible track record when it comes to analyzing and executing on key strategic matters. Note that Constancia was built under the oversight of a significant proportion of the current Board. To this day, the Board and C-Suite repeatedly reference building Constancia as their biggest win. Lets factually review what happened to this Company when Constancia was built under this Boards oversight.
Yes, the Company built a mine. But, in the process the Board turned a company with a market capitalization of close to $2 billion into a $380 million dollar company, loaded its balance sheet with debt and took Hudbay to the brink of insolvency, as it was in jeopardy of breaching its debt covenants. As noted by sell-side analysts, Hudbay [faced] potential debt covenant breaches2 and they were basically betting their market cap on one mine. 3
After Hudbay built Constancia, the Companys debt-to-equity ratio was approximately three times greater than its Peers.4 It was the Boards judgement on when to build, how to finance and other key strategic factors that took Hudbay to the brink of insolvency. We now have a strikingly similar situation to that of 2012. In recent months and weeks, Hudbay has made it abundantly clear to the market that its intention is to construct Rosemont, and it has initiated preliminary construction activities. But Hudbay today is in a far worse cash and debt position relative to April 2012, with a similar market capitalization and facing a greater capex requirement.
It is time to rein in this Companys reckless behaviour. The reality is the Company is in build for the sake of building mode and theres little long-term strategic foresight dictating the decisions around Rosemont.
Lack of Strategic Thinking and Poor Capital Allocation: The Mantos Deception
On October 4, 2018, Bloomberg reported that Hudbay was in talks to buy Mantos Copper SA for ~$780 million, a project with a ~$990 million follow-on capital requirement, according to Bloomberg. Following the report, Hudbays share price fell 7.9% intraday. Waterton vocally opposed the acquisition because of the Companys existing capital requirements, its then discounted valuation and its need to focus on its own operational issues. To put this into perspective, according to the Bloomberg article, Hudbay was pursuing a transaction that could have resulted in ~$4.2 billion of existing debt obligations and potential capital requirements, while the Companys market capitalization was only $1.25 billion.
In the months following the Bloomberg article, Hudbay has been evasive with respect to its statements on Mantos and has not categorically denied that it was in the late stages of pursuing the transaction. Was it one of the last parties left in the process? Was it negotiating with the seller in late stage exclusive negotiations? Were purchase agreements going back and forth? Was the proposed purchase price ~$780 million? The Company will not say “ and that is problematic in light of the alarming deterioration of Hudbays share price resulting from this article and the chorus of Shareholder concern about the potential acquisition.
Never mind the issue of dealing with the Companys shareholders truthfully and transparently, the issue of whether the Company was in the late stages of a Mantos deal is critical because it goes to a key question: does this Board have the strategic judgement to create long-term shareholder value? If the Company was indeed pursuing the Mantos transaction, a deal that would have massively destroyed shareholder value, shareholders should know that before they cast their vote at the Meeting.
Focus on the Facts: More Change is Needed
Hudbay is speaking out of both sides of its mouth. On the one hand it is impugning Watertons motives, judgment and slate of nominees, while on the other hand effectively endorsing our judgment by selecting two of our nominees to add to its slate of director candidates. As we have stated all along, A.E. Michael Anglin and David Smith would be remarkable additions to the Hudbay Boardroom.
The reality is, however, that changing over two director seats, mitigated by the expansion of the Board to 11 members and the addition of another Hudbay-selected director, does not constitute the level of change that is desperately needed. This amount of change is dangerously insufficient for three reasons: (1) the entrenchment in the Hudbay Boardroom and C-Suite goes back nearly a decade, (2) the Board would still be lacking key skills and expertise that are necessary to create long-term shareholder value, and (3) there is a systemic lack of accountability at the Board, as evidenced by, among other things, Hudbays 2018 Corporate Scorecard where the Board awarded management a score of 93.5/100 despite Shareholders having lost 42% on their investment.
Waterton believes that substantial changes must still be made to the Hudbay Board to give shareholders the comfort that the change and proper oversight needed at Hudbay can be effective. That is why we continue to advocate for the election of three additional director nominees, beyond Mr. Anglin and Mr. Smith. We believe that the addition “ in total “ of five of our nominees will effect a marked change in the dynamics in the Boardroom at the Company and help drive improvements in strategy and to end the current culture of entrenchment. By refreshing the Board with five Waterton Nominees, we believe the Company will have the necessary strategic oversight, capital allocation discipline, accountability to hold management to account and, importantly, institutional-grade professionalism. In these specific circumstances, we are willing to provide the current CEO with a full and fair opportunity to demonstrate his capabilities. We also note that five directors would constitute a minority of what will be an 11-member Board. To be clear, we are no longer asking for control of the Board.
Hudbays shareholders should not be deprived of this unique opportunity to materially upgrade its Boardroom with institutional-grade talent. In addition to our nominees A.E. Michael Anglin and David Smith who have been included on Hudbays Board slate, our nominees Richard Nesbitt, Peter Kukielski and Daniel Mu±iz Quintanilla, on objective measure of merit and experience, are just that “ a material upgrade. Why shouldnt our Company have the best of the best in the Boardroom, particularly now that each of these professionals are ready and willing to engage?
Watertons Highly-Qualified, Independent Nominees “ Upgraded and Needed Oversight
The Waterton Nominees have the required skills, fresh perspectives, and expertise the Companys Board and management team sorely need. As highlighted below, each Waterton Nominee fulfills the immediate experience sorely needed at the current, flawed and entrenched Board. The Waterton Nominees backgrounds and credentials can be found in Watertons information circular accompanying this letter under Matters to be Acted Upon at the Meeting “ Waterton Nominee Profiles and on our website at www.NewHudbay.com.
|Director||Proposed Role||Expertise Requirement|
|A.E. Michael Anglin||Independent Director|
|Peter Kukielski||Independent Director|
|Richard Nesbitt||Independent Director|
|Daniel Mu±iz Quintanilla||Independent Director|
|David Smith||Independent Director|
The Waterton Nominees not only have the experience to move Hudbay forward, they also have a strategy to deliver long-term shareholder value. If elected, the Waterton Nominees are in a position to help execute this strategy starting immediately after the Meeting, including:
- Accountability: Ensure management is held to account and fully aligned with shareholders.
- Corporate Governance: Implement best governance standards and practices based on a culture of transparency and professionalism.
- Portfolio Optimization: Require a holistic portfolio review and a strategic optimization plan for the assets to maximize long-term shareholder value.
- Capital Allocation & Balance Sheet: Demand a comprehensive capital allocation strategy with a focus on return on invested capital.
- Performance: Ensure management delivers on transparent and value accretive performance objectives.
A Simple Choice:
We believe that stacking up the experience and expertise of the Waterton Nominees against those of Hudbays incumbent directors paints an incredibly clear picture. Hudbay can grasp at straws all it wants to try to portray its directors as experienced leaders, but shareholders will not be fooled. The bottom line is that incumbent directors Alan R. Hibben, Kenneth G. Stowe and Igor A. Gonzales, have had their chance to exercise responsible oversight of Hudbays governance and strategy “ and they have not been effective in doing so. In contrast, our Waterton Nominees are better positioned on every count to push for the change that is desperately needed at the Company. We believe that shareholders should not be deprived of this rare opportunity to have Board members with such impressive and relevant experience and expertise.
The facts speak for themselves:
|Waterton Nominees||Hudbay Nominees|
| Richard Nesbitt |
| Alan Hibben |
| Peter Kukielski |
Superior Mining Experience
| Kenneth Stowe|
| Daniel Mu±iz Quintanilla |
Superior South American Experience
| Igor Gonzales|
We Need Your Support
We encourage our fellow shareholders to consider the facts and remember Hudbays consistent poor performance, ongoing flawed strategy, damaged credibility and entrenched culture. The Waterton Nominees are ready and willing to help create new Hudbay with a defined strategy and a focus on creating long-term shareholder value. Please read Watertons information circular accompanying this letter and review the additional shareholder materials available, including the comprehensive investor presentation titled Rebuilding Hudbay & Maximizing Shareholder Value setting out a detailed path forward for Hudbay to recognize its potential and unlock shareholder value at www.NewHudbay.com.
Your vote is critical to initiate much-needed change at the Board and management level at Hudbay and we encourage you to vote for the Waterton Nominees on the BLUE form of proxy and/or BLUE voting instruction form by 5:00 p.m. (Eastern time) on Thursday, May 2, 2019. Shareholders willing to express their support for the Waterton Nominees may contact Kingsdale Advisors, our strategic shareholder advisor and proxy solicitation agent, at 1-888-518-1563 toll-free in North America, or at 416-867-2272 outside of North America (collect calls accepted), or by email at [email protected].
Chief Investment Officer
Waterton is an investment firm that manages capital for global institutional investors, sovereign wealth funds and endowments. The firm has ~US$2 billion in assets under management and focuses solely on the metals and mining sector. Waterton has a culture of thoroughness and a disciplined approach to capital allocation, and utilizes its significant industry expertise to produce out-sized risk-adjusted returns.
In its early warning report dated January 22, 2019 (the “January EWR“), Waterton had disclosed that it intended to nominate and solicit proxies for a slate of eight director candidates for election to the Board at the Meeting. As announced today, Waterton is now intending to solicit proxies for five individuals for election to the Board at the Meeting.
Waterton owns and exercises control or direction over an aggregate of 31,583,117 Shares, representing approximately 12.09% of the issued and outstanding Shares. At the time of the January EWR, Waterton owned and exercised control or direction over 31,352,658 Shares, representing approximately 12.00% of the issued and outstanding Shares.
The Shares were acquired for investment purposes and for other reasons detailed herein and in Item 5 of the January EWR and other early warning reports filed by Waterton under applicable Canadian securities laws. Waterton may, depending on market and other conditions, acquire additional Shares through market transactions, private agreements, treasury issuances, exercise of warrants, or otherwise, or may sell all or some portion of the Shares, or may continue to hold the Shares.
For further information and to obtain a copy of the early warning reports filed by Waterton, please see Hudbay’s profile on the SEDAR website at www.sedar.com or contact Richard Wells, Chief Financial Officer of WGRM at 416-504-3505.
The head office address of WGRM is Commerce Court West, 199 Bay Street, Suite 5050, Toronto, Ontario, M5L 1E2, Canada. The head office address of each of Waterton Mining LP and Waterton Fund II is Ugland House, Grand Cayman, Cayman Islands, KY1-1104.
The head office address of Hudbay is 25 York Street, Suite 800, Toronto, Ontario, Canada M5J 2V5.
Legal Notices and Disclaimers
The data, information and opinions contained or referenced herein (collectively, the “Information”) is for general informational purposes only for the Shareholders in order to provide the views of Waterton regarding certain changes we are requesting to the composition of the Board, and other matters which Waterton believes to be of concern to Shareholders described herein. The Information is not tailored to specific investment objectives, the financial situation, suitability, or particular need of any specific person(s) who may receive the Information, and should not be taken as advice in considering the merits of any investment decision. The views expressed in the Information represent the views and opinions of Waterton, whose opinions may change at any time and which are based on analyses of Waterton and its advisors. Unless otherwise indicated, the Information has been derived or obtained from public disclosure and filings with respect to and/or made by Hudbay and other issuers that we consider to be comparable to Hudbay, and from other third party reports (see “Legal Notices and Disclaimers – Disclaimer Respecting Publicly Sourced Information” in the Waterton Circular, a copy of which is available on SEDAR at www.sedar.com or on www.newhudbay.com).
The Information contains forward-looking statements or forward-looking information within the meaning of applicable securities laws (collectively, “forward-looking statements”), including, without limitation, Waterton’s and Hudbay’s respective priorities, plans and strategies for Hudbay and certain members of Hudbay’s operational, compensation and other noted peer groups’ anticipated financial and operating performance and business prospects. All statements and information, other than statements of historical fact, included herein are forward-looking statements, including, without limitation, statements regarding activities, events or developments that Waterton expects or anticipates may occur in the future. Certain forward-looking statements contained herein may be considered to be future-oriented financial information or a financial outlook for the purposes of applicable Canadian securities laws. These forward-looking statements can be identified by the use of forward-looking words such as “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe” or “continue” or similar words and expressions or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur or, even if they do occur, will result in the performance, events or results expected.
We caution readers not to place undue reliance on forward-looking statements contained herein, which are not a guarantee of performance, events or results and are subject to a number of known and unknown risks and uncertainties, including but not limited to those set forth in the Waterton Circular under the heading “Legal Notices and Disclaimers “ Forward-Looking Statements” and those risks and uncertainties detailed in the continuous disclosure and other filings of Hudbay and certain members of Hudbay’s operational, compensation and other noted peer groups with applicable securities regulators, copies of which are available on SEDAR at www.sedar.com or on the Electronic Data Gathering, Analysis, and Retrieval at www.sec.gov. We urge you to carefully consider those risks and uncertainties. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. Unless expressly stated otherwise, the forward-looking statements included herein are made as of April 15, 2019 and Waterton disclaims any obligation to publicly update such forward-looking statements, except as required by applicable law.
1 Peers include Antofagasta, Ero Copper, First Quantum, Freeport, Lundin, Oz Minerals, Southern Copper
2 Canaccord Genuity, January 14, 2016.
3 Quote by George Topping at Stifel Nicolaus, The Globe & Mail, HudBay bets big with Constancia project as rivals pull back, March 7, 2013.
4 FactSet. As of December 31, 2015; debt defined as short-term debt and long-term debt; equity defined as market capitalization as of December 31, 2015.
Toll-Free (within North America):
Call Collect (outside North America): 1-416-867-2272