SEC Division of Corporation Finance no-action letter: HudBay Minerals Inc.

MILBANK, TWEED, HADLEY & Mc
CLOY LLP
LOS ANGELES
213-892-4000
FAX: 213-629-5063
WASHINGTON, D.C.
202-835-7500
FAX: 202-835-7586
LONDON
44-20-7615-3000
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49-(0)69-71914-3400
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MUNICH
49-89-25559-3600
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1 CHASE MANHATTAN PLAZA
NEW YORK, NY 10005
BEIJING
8610-5969-2700
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852-2971-4888
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SINGAPORE
65-6428-2400
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TOKYO
813-5410-2801
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SÃO PAULO
55-11-3927-7700
FAX: 55-11-3927-7777
212-530-5000
FAX: 212-530-5219
BY ELECTRONIC SUBMISSION
Michele Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Offer by HudBay Minerals Inc. for all of the outstanding shares of Augusta Resource Corporation Dear Ms. Anderson:
We1 are writing on behalf of HudBay Minerals Inc. (“HudBay”), a corporation existing under the Canada Business Corporations Act, as amended (the “CBCA”). On February 10, 2014, HudBay commenced an offer (the “Offer”) to purchase all of the issued and outstanding common shares (the “Augusta Shares”) of Augusta Resource Corporation (“Augusta”), other than any Augusta Shares held directly or indirectly by HudBay and its affiliates, and including any Augusta Shares that may become issued and outstanding after the date of the Offer but prior to its expiration, upon the conversion, exchange or exercise of any securities of Augusta that are convertible into or exchangeable or exercisable for Augusta Shares (collectively, “Convertible Securities”), together with the associated rights issued under Augusta’s shareholders rights plan, for consideration per Augusta Share of 0.315 of a common share of HudBay (a “HudBay 1 To the extent this letter summarizes Canadian federal or provincial law, we have relied on advice from Goodmans LLP, Canadian counsel to HudBay. Please refer to the letter from Goodmans LLP, dated July 15, 2014, attached hereto as Exhibit A.