Min of Finance of the Rep. of Chile USD and EUR Exchange Offer Results (1539H)

TIDMDO1B

RNS Number : 1539H

Min of Finance of the Rep. of Chile

25 July 2023

PRESS RELEASE

July 7, 2023

Chile Announces Results of its U.S. Dollar-Denominated and Euro-Denominated Exchange Offers

Santiago, Chile : Today, the Republic of Chile ("Chile") announced the results of its (i) exchange offers for U.S. dollar-denominated notes announced on June 27, 2023 (the "USD Invitation"), and (ii) exchange offer for Euro-denominated notes announced on June 28, 2023 (the "Euro Invitation" and, together with the USD Invitation, the "Invitations"), all as described below. Capitalized terms used and not defined herein shall have the meaning assigned to them in the USD Invitation materials or the Euro Invitation materials, as applicable.

In connection with the USD Invitation, pursuant to which Chile invited holders of the notes set forth in the table below (the "USD Eligible Notes"), subject to certain conditions set forth in the USD Invitation materials, to tender USD Eligible Notes in exchange for additional 4.950% Notes due 2036 (the "2036 Notes") and 5.330% Notes due 2054 (the "2054 Notes" and, together with the 2036 Notes, the "USD New Notes"), Chile announced today that all validly tendered USD Eligible Notes have been accepted. The table below describes the aggregate principal amount of each series of USD Eligible Notes accepted in the USD Invitation and the approximate principal amount that would remain outstanding of each of such series following completion of the USD Invitation.

 
                                                 USD Eligible Notes 
-------------------------------------------------------------------------------------------------------------------- 
  Group A Notes         ISIN            CUSIP        Common Code    Option         Aggregate          Approximate 
                                                                                    Principal       Principal Amount 
                                                                                 Amount Accepted      Outstanding 
                                                                                   in the USD          following 
                                                                                   Invitation          completion 
                                                                                                       of the USD 
                                                                                                       Invitation 
-----------------  --------------  --------------  -------------  ----------  ------------------  ------------------ 
3.125% Notes due     US168863BW77      168863BW7     115193795    2036 Notes       US$48,018,000      US$264,832,000 
       2025 
                                                                  2054 Notes        US$5,878,000 
3.125% Notes due     US168863CA49      168863 CA4    134687312    2036 Notes      US$105,149,000      US$600,788,000 
       2026 
                                                                  2054 Notes        US$3,379,000 
3.240% Notes due     US168863CF36      168863CF3     176683155    2036 Notes      US$132,930,000    US$1,793,691,000 
       2028 
                                                                  2054 Notes       US$73,379,000 
2.450% Notes due     US168863DP09      168863 DP0    217325153    2036 Notes      US$242,446,000    US$1,465,534,000 
       2031 
                                                                  2054 Notes       US$50,020,000 
 
    Group B Notes 
-----------------  --------------  --------------  -------------  ----------  ------------------  ------------------ 
3.625% Notes due     US168863BP27      168863BP2     168863BP2    2054 Notes       US$77,558,000     US$ 330,062,000 
       2042 
3.860% Notes due     US168863CE60      168863CE6     162411667    2054 Notes      US$232,616,000    US$1,051,796,000 
       2047 
 

Holders that validly tendered USD Eligible Notes will receive in exchange for each US$1,000 principal amount of USD Eligible Notes accepted for exchange, 2036 Notes or 2054 Notes, as applicable, having a principal amount equal to US$1,000 multiplied by the relevant Exchange Ratio (rounded down to the nearest multiple of US$1.00).

The aggregate principal amount of 2036 Notes to be issued in exchange for the USD Eligible Notes pursuant to the USD Invitation is US$500,293,191, and the aggregate principal amount of 2054 Notes to be issued in exchange for the USD Eligible Notes pursuant to the USD Invitation is US$381,712,091. Each series of USD New Notes will be consolidated, form a single series, and be fully fungible with the corresponding series of USD New Notes offered by the Republic for cash on June 27, 2023 (the "USD New Notes Offering").

In connection with the Euro Invitation, pursuant to which Chile invited holders of the notes set forth in the table below (the "Euro Eligible Notes" and, together with the USD Eligible Notes, the "Eligible Notes"), subject to certain conditions set forth in the Euro Invitation materials, to tender Euro Eligible Notes in exchange for additional 4.125% Notes due 2034 (the "Euro New Notes" and, together with the USD New Notes, the "New Notes"), Chile announced today that all validly tendered Euro Eligible Notes have been accepted. The table below describes the aggregate principal amount of each series of Euro Eligible Notes accepted in the Euro Invitation and the approximate principal amount that would remain outstanding of each of such series following completion of the Euro Invitation.

 
                                                 Euro Eligible Notes 
---------------------------------------------------------------------------------------------------------------------- 
   Euro Eligible Notes           ISIN          Common             Aggregate             Approximate Principal Amount 
                                                Code       Principal Amount Accepted  Outstanding following completion 
                                                            in the Euro Invitation         of the Euro Invitation 
-------------------------  ---------------  ----------  ----------------------------  -------------------------------- 
   1.625% Notes due 2025     XS1151586945    115158694                 EUR58,092,000                  EUR1,583,458,000 
   1.750% Notes due 2026     XS1346652891    134665289                EUR134,490,000                    EUR975,280,000 
   1.440% Notes due 2029     XS1760409042    176040904                 EUR38,406,000                    EUR670,697,000 
   1.875% Notes due 2030     XS1236685613    123668561                EUR217,206,000                  EUR1,273,550,000 
 

Holders that validly tendered Euro Eligible Notes will receive in exchange for each EUR1,000 principal amount of Euro Eligible Notes accepted for exchange, Euro New Notes having a principal amount equal to EUR1,000 multiplied by the relevant Exchange Ratio (rounded down to the nearest multiple of EUR1.00).

The aggregate principal amount of Euro New Notes to be issued in exchange for the Euro Eligible Notes pursuant to the Euro Invitation is EUR425,688,963. The Euro New Notes will be consolidated, form a single series, and be fully fungible with the Euro New Notes offered by the Republic for cash on June 28, 2023 (the "Euro New Notes Offering," and together with the USD New Notes Offering, the "New Notes Offerings").

The USD Invitation commenced on Tuesday, June 27, 2023, on the terms and subject to the conditions described in the USD Invitation materials, and expired at 5:00 p.m. New York City time on Thursday, July 6, 2023. The Euro Invitation commenced on Wednesday, June 28, 2023, on the terms and subject to the conditions described in the Euro Invitation materials, and expired at 5:00 p.m. CET on Thursday, July 6, 2023.

Both Invitations' settlements are expected to take place on Wednesday, July 12, 2023 (the "Expected Settlement Date").

The respective Exchange Ratios account for any accrued and unpaid interest on the (i) Eligible Notes from and including the immediately previous interest payment date of such Eligible Notes, and (ii) New Notes from and including the original issue date of such Eligible Notes issued for cash, in each case, to and excluding the Expected Settlement Date. Given that the Exchange Ratios account for such accrued and unpaid interest on the (i) Eligible Notes, Chile will not make a separate payment (in cash or otherwise) to holders, and (ii) New Notes, holders will make no separate payment (in cash or otherwise) to Chile, in connection therewith.

In the event either Invitation's settlement date is delayed, the principal amount of New Notes that holders would be entitled to receive for the Eligible Notes tendered and accepted in either Invitation will not be adjusted; provided that if the settlement date is delayed for more than seven business days from the Expected Settlement Date, the applicable Exchange Ratio will be adjusted to account for any accrued and unpaid interest on the applicable Eligible Notes and applicable New Notes to and excluding the settlement date, as communicated by Chile. The Exchange Ratios do not account for or include interest accrued on and after the Expected Settlement Date on Eligible Notes accepted for exchange, and similarly they do not account for interest accrued but unpaid on the New Notes on and after the Expected Settlement Date.

The Invitations were made pursuant to certain prospectus supplements filed by Chile with the SEC.

This announcement is not an offer or a solicitation of offers to exchange or tender any securities. Any offer was made solely by documents prepared in connection with the Invitations. The distribution of materials relating to any offer, and the transactions contemplated by any offer, may be restricted by law in certain jurisdictions. If materials relating to any offer come into your possession, you are required by Chile to inform yourself of and to observe all of these restrictions. The materials relating to any offer does not constitute, and may not be used in connection with, an offer or solicitation in any place where such offers or solicitations are not permitted by law.

The Information and Depositary Agent for the Invitations is Global Bondholder Services Corporation. The website for the Invitations is: https://www.gbsc-usa.com/chile/ . Any questions concerning the Invitations or requests for copies of the documents may be directed to the Information and Depositary Agent at the contact information provided below.

Global Bondholder Services Corporation

65 Broadway - Suite 404

New York, New York 10006

Attn: Corporate Actions

Banks and Brokers call: [phone]

Toll free [phone]

Email: [e-mail]

The Dealer Managers for the USD Invitation are:

 
Credit Agricole Securities (USA) Inc.         HSBC Securities (USA) Inc.           Santander US Capital Markets LLC 
1301 Avenue of the Americas, 8th Floor             452 Fifth Avenue                  437 Madison Avenue, 7th Floor 
       New York, New York 10019                   New York, NY 10018                   New York, New York 10022 
                Email:                       Toll Free: +1 (888) HSBC-4LM             Email: [e-mail] 
  [e-mail]           Collect: [phone]               Phone: [phone] 
       Phone: [phone]         Email: [e-mail]   Attention: Liability Management Team 
   Attention: Liability Management 
 
       Scotia Capital (USA) Inc.                                                      SG Americas Securities, LLC 
             250 Vesey St                                                                   245 Park Avenue 
       New York, New York 10281                                                        New York, New York 10167 
       Email: [e-mail]                                                  Email: [e-mail] 
        Phone: [phone]                                                          Phone: [phone] 
 Attention: Liability Management Group                                              Attention: Liability Management 
 

The Dealer Managers for the Euro Invitation are:

 
  Crédit Agricole Corporate and          HSBC Securities (USA) Inc.                Banco Santander, S.A. 
           Investment Bank                         452 Fifth Avenue                     Ciudad Grupo Santander 
       12 place des Etats-Unis                    New York, NY 10018                   Avenida de Cantabria s/n 
               CS 70052                      Toll Free: +1 (888) HSBC-4LM           Edificio Encinar, planta baja 
        92547 Montrouge Cedex                 Collect: [phone]               28660 Boadilla del Monte 
                France                  Email: [e-mail]              Madrid, Spain 
               E-mail:                                                                          Email: 
  [e-mail] ;                                             [e-mail] 
  [e-mail]                                                Attention: Liability Management 
   Attention: Liability Management 
The Bank of Nova Scotia, London Branch                                           Société Générale 
            201 Bishopsgate                                                                Immeuble Basalte 
               6th Floor                                                                    17 Cours Valmy 
            London EC2M 3NS                                                                     CS50318 
            United Kingdom                                                         92972 Paris La Défense Cedex 
        Phone: [phone]                                                                  France 
       Email: [e-mail]                                                     Telephone: [phone] 
 Attention: Liability Management Group                                           Email: [e-mail] 
                                                                                    Attention: Liability Management 
 

Questions regarding the Invitations may also be directed to the Dealer Managers at the above contacts.

Chile has filed a registration statement (including a prospectus) with the SEC for the offering of securities. Before you make any decision related to this communication, you should read the prospectus in that registration statement and other documents that Chile has filed with the SEC for more complete information about Chile and this announcement. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov . Alternatively, Chile or any participating underwriter or dealer will arrange to send you the prospectus or any prospectus supplement in connection herewith if you request it by calling Credit Agricole Securities (USA) Inc., at [phone], HSBC Securities (USA) Inc., at [phone], Santander US Capital Markets LLC, at [phone], Scotia Capital (USA) Inc., at [phone], SG Americas Securities, LLC, at [phone].

The following additional information of Chile and regarding the New Notes is available from the SEC's website and also accompanies this free-writing prospectus:

https://www.sec.gov/Archives/edgar/data/19957/000110465923072353/tm2318446d1_18k.htm

https://www.sec.gov/Archives/edgar/data/19957/000110465922011948/tm225317d1_sb.htm

sec.gov/Archives/edgar/data/19957/000110465923075020/tm2319570d1_424b3.htm

sec.gov/Archives/edgar/data/19957/000110465923075020/tm2319570d1_424b3.htm

https://www.sec.gov/Archives/edgar/data/19957/000110465923075969/tm2319570d14_424b2.htm

https://www.sec.gov/Archives/edgar/data/19957/000110465923075660/tm2319570d8_424b2.htm

https://www.sec.gov/Archives/edgar/data/19957/000110465923078618/tm2320733d1_fwp.htm

Important Notice

This announcement is not an offer to exchange or a solicitation of an offer to sell the Eligible Notes. The Invitations were made only by and pursuant to the terms of a prospectus filed with the SEC.

The distribution of materials relating to the New Notes Offerings and the Invitations, and the transactions contemplated by the New Notes Offerings and the Invitations, may be restricted by law in certain jurisdictions. Each of the New Notes Offerings and the Invitations were made only in those jurisdictions where it is legal to do so. The New Notes Offerings and the Invitations are void in all jurisdictions where they are prohibited. If materials relating to the New Notes Offerings or the Invitations come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the New Notes Offerings and the Invitations do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the New Notes Offerings or the Invitations be made by a licensed broker or dealer and a dealer manager participating in the Invitations or any affiliate of any such dealer manager is a licensed broker or dealer in that jurisdiction, the New Notes Offerings or the Invitations, as the case may be, shall be deemed made by such dealer manager or such affiliate in that jurisdiction. Owners who may lawfully participate in the Invitations in accordance with the terms thereof are referred to as "holders."

Stabilization/FCA

No securities are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in any Member State of the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended or superseded, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling any securities or otherwise making them available to retail investors in the EEA has been prepared and therefore any offering or selling of any securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

No securities are intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, (a) a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) an investor who is not a qualified investor as defined in Article 2 of the UK Prospectus Regulation, and (b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities. Consequently, no key information document required by the PRIIPs Regulation, as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation"), for offering or selling securities or otherwise making them available to retail investors in the UK has been prepared and therefore any offering or selling of securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The expression "UK Prospectus Regulation" means the Prospectus Regulation, as it forms part of UK domestic law by virtue of the EUWA.

Neither this communication is, nor any other offer material relating to the Invitations will be, made, and this communication has not been approved, by an authorized person for the purposes of section 21 of the FSMA. This announcement is for distribution only to persons who (a) are outside the United Kingdom; or (b) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"); (c) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order; or (d) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

   *              *              * 

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July 25, 2023 11:29 ET (15:29 GMT)