UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2020

Commission File Number: 001-34244

HUDBAY MINERALS INC.
(Translation of registrant’s name into English)

25 York Street, Suite 800
Toronto, Ontario
M5J 2V5, Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [   ]                    Form 40-F [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [   ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [   ]                     No [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____________________________


EXPLANATORY NOTE

On September 10, 2020, Hudbay Minerals Inc. (“Hudbay”) filed on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com the following document: (1) Material Change Report dated September 10, 2020.

Copies of the filings are attached to this Form 6-K and incorporated herein by reference, as follows:

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  HUDBAY MINERALS INC.
  (registrant)
     
  By: /s/ Steve Douglas
  Name:

Steve Douglas

  Title: Senior Vice President and Chief Financial Officer

Date: September 10, 2020

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EXHIBIT INDEX

The following exhibits are furnished as part of this Form 6-K:

Exhibit   Description
   
99.1   Material Change Report dated September 10, 2020

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Hudbay Minerals Inc.: Exhibit 99.1 - Filed by newsfilecorp.com
 

Form 51-102F3

MATERIAL CHANGE REPORT

 

Item 1. Name and Address of Company

Hudbay Minerals Inc. ("Hudbay" or the "Company")
25 York Street, Suite 800
Toronto, Ontario M5J 2V5

Item 2. Date of Material Change

September 9, 2020

Item 3. News Release

Hudbay issued two news releases with respect to the material change referred to in this report on September 9, 2020. The news releases were disseminated through the newswire services of GlobeNewswire. Copies of the news releases are available on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

Item 4. Summary of Material Change

On September 9, 2020, Hudbay announced that it was offering US$500 million aggregate principal amount of senior notes. Subsequently, on September 9, 2020, Hudbay announced that it had priced an upsized offering of US$600 million aggregate principal amount of 6.125% senior notes due 2029 (the "New Notes"), which would be issued at 100% of their principal amount, providing the Company with gross proceeds of US$600 million. On September 9, 2020, Hudbay also announced the redemption of all of its outstanding US$400 million aggregate principal amount of 7.250% senior notes due 2023 (the "2023 Notes"), conditioned upon the successful closing of the offering of the New Notes, contemporaneous with or prior to the redemption date.

Item 5. Full Description of Material Change

On September 9, 2020, Hudbay announced that it was offering US$500 million aggregate principal amount of senior notes.

Subsequently, on September 9, 2020, Hudbay announced that it had priced an upsized offering of US$600 million aggregate principal amount of 6.125% senior notes due 2029, which would be issued at 100% of their principal amount, providing the Company with gross proceeds of US$600 million. The New Notes offering is expected to close on September 23, 2020, subject to customary closing conditions.

Hudbay plans to use the net proceeds from the offering to fund the Company's redemption of all of the 2023 Notes, pay any related premium, costs and expenses and for general corporate purposes.

On September 9, 2020, Hudbay also announced the redemption of all of the 2023 Notes on the terms and subject to the conditions set forth in the redemption notice dated September 9, 2020. The redemption is conditioned upon the successful closing of the offering of the New Notes, contemporaneous with or prior to the redemption date.


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The New Notes will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The New Notes will not be qualified by a prospectus in Canada. Unless they are registered or qualified by a prospectus, the New Notes may be offered only in transactions that are exempt from registration under the Securities Act, prospectus qualification under Canadian securities laws or the securities laws of any other jurisdiction. In the United States, the New Notes will be offered, and sold, only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

This report is neither an offer to sell nor the solicitation of an offer to buy the New Notes, the 2023 Notes or any other securities and shall not constitute an offer to sell or solicitation of an offer to buy, or a sale of, the New Notes, the 2023 Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. This report does not constitute a notice of redemption with respect to the 2023 Notes.

There can be no assurance that the New Notes offering will be completed as contemplated or at all and that the proceeds of the offering will be used for the stated intended purpose. In the event the New Notes offering is not closed as contemplated, the 2023 Notes will not be redeemed.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

The following senior officer of Hudbay is knowledgeable about the material changes and this report:

Patrick Donnelly
Vice President, General Counsel and Corporate Secretary
416-362-2576

Item 9. Date of Report

September 10, 2020