REG - Chile (Rep.of) (MoF) - USD and EUR Exchange Offer Results

Societe Generale SAAnnouncement

25/07/2023 17:30

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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 Amount Outstanding following completion of the USD

                           Invitation
                                                                           Principal Amount Accepted

                                                                           in the USD Invitation
 3.125% Notes due 2025  US168863BW77  168863BW7   115193795    2036 Notes   US$48,018,000              US$264,832,000
                                                               2054 Notes   US$5,878,000
 3.125% Notes due 2026  US168863CA49  168863 CA4  134687312    2036 Notes   US$105,149,000             US$600,788,000
                                                               2054 Notes   US$3,379,000
 3.240% Notes due 2028  US168863CF36  168863CF3   176683155    2036 Notes   US$132,930,000             US$1,793,691,000
                                                               2054 Notes   US$73,379,000
 2.450% Notes due 2031  US168863DP09  168863 DP0  217325153    2036 Notes   US$242,446,000             US$1,465,534,000
                                                               2054 Notes   US$50,020,000

 Group B Notes
 3.625% Notes due 2042  US168863BP27  168863BP2   168863BP2    2054 Notes   US$77,558,000              US$ 330,062,000
 3.860% Notes due 2047  US168863CE60  168863CE6   162411667    2054 Notes   US$232,616,000             US$1,051,796,000

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 Outstanding following completion of the Euro

Code
                           Invitation
                                                 Principal Amount Accepted

                                                 in the Euro Invitation
 1.625% Notes due 2025  XS1151586945  115158694   €58,092,000                 €1,583,458,000
 1.750% Notes due 2026  XS1346652891  134665289   €134,490,000                €975,280,000
 1.440% Notes due 2029  XS1760409042  176040904   €38,406,000                 €670,697,000
 1.875% Notes due 2030  XS1236685613  123668561   €217,206,000                €1,273,550,000

Holders that validly tendered Euro Eligible Notes will receive in exchange for
each €1,000 principal amount of Euro Eligible Notes accepted for exchange,
Euro New Notes having a principal amount equal to €1,000 multiplied by the
relevant Exchange Ratio (rounded down to the nearest multiple of €1.00).

The aggregate principal amount of Euro New Notes to be issued in exchange for
the Euro Eligible Notes pursuant to the Euro Invitation is €425,688,963.
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/
(https://urldefense.com/v3/__https:/www.gbsc-usa.com/chile/__;!!AcBi8707M5M!vTQjJBtM9YS9FikbBvO50FLbnFXITr4NAIS7F1yfhOk-J3k55wRhZkH4eTaUNqR7q_p7qRBPnWwyCalr6I5VXA$)
. 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 (mailto: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: us.liabilitymanagement@ca-cib.com              Toll Free: +1 (888) HSBC-4LM               Email: USDCMLM@santander.us (mailto:USDCMLM@santander.us)
 (mailto: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                       (mailto:liability.management@hsbcib.com)

 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 (mailto:LM@scotiabank.com)                                              Email: liability.management@sgcib.com (mailto: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 Investment Bank                                  HSBC Securities (USA) Inc.                 Banco Santander, S.A.

 12 place des Etats-Unis                                                        452 Fifth Avenue                           Ciudad Grupo Santander

 CS 70052                                                                       New York, NY 10018                         Avenida de Cantabria s/n

 92547 Montrouge Cedex                                                          Toll Free: +1 (888) HSBC-4LM               Edificio Encinar, planta baja

 France                                                                         Collect: +1 (212) 525-5552                 28660 Boadilla del Monte

 E-mail: Liability.Management@ca-cib.com                                        Email: liability.management@hsbcib.com     Madrid, Spain
 (mailto:Liability.Management@ca-cib.com) ; us.liabilitymanagement@ca-cib.com   (mailto:liability.management@hsbcib.com)

 (mailto:us.liabilitymanagement@ca-cib.com)
                                          Email: LiabilityManagement@gruposantander.com

                                                                                                                         (mailto:LiabilityManagement@gruposantander.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 (mailto:LM@scotiabank.com)                                                                       Telephone: +33 (0)1 42 13 32 16

 Attention: Liability Management Group                                                                                     Email:  liability.management@sgcib.com
                                                                                                                           (mailto: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
(http://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/19957/000110465923072353/tm2318446d1_18k.htm)

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

sec.gov/Archives/edgar/data/19957/000110465923075020/tm2319570d1_424b3.htm
(https://www.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/19957/000110465923075020/tm2319570d1_424b3.htm)

https://www.sec.gov/Archives/edgar/data/19957/000110465923075969/tm2319570d14_424b2.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/19957/000110465923075660/tm2319570d8_424b2.htm)

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