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: (212) 430-3774
Toll free (855) 654-2015
Email: contact@gbsc-usa.com
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: USDCMLM@santander.us
us.liabilitymanagement@ca-cib.com Collect: +1 (212) 525-5552 Phone: +1 (212) 940-1442
Phone: +1 (866) 807-6030 Email: liability.management@hsbcib.com 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: LM@scotiabank.com Email: liability.management@sgcib.com
Phone: +1-833-498-1660 Phone: +1 855 851 2108
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: +1 (212) 525-5552 28660 Boadilla del Monte
France Email: liability.management@hsbcib.com Madrid, Spain
E-mail: Email:
Liability.Management@ca-cib.com ; LiabilityManagement@gruposantander.com
us.liabilitymanagement@ca-cib.com 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: +1-833-498-1660 France
Email: LM@scotiabank.com Telephone: +33 (0)1 42 13 32 16
Attention: Liability Management Group Email: liability.management@sgcib.com
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 +1 (866) 807-6030, HSBC
Securities (USA) Inc., at +1 (866) 811-8049, Santander US Capital
Markets LLC, at +1 (212) 940-1442, Scotia Capital (USA) Inc., at +1
(833) 498 1660, SG Americas Securities, LLC, at +1 855 851
2108.
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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GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA
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END
MSCFLFLSDEIEFIV
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