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Republic of Chile - Announcement of Tender Offer Results

SANTIAGO, Chile, May 16, 2019 /PRNewswire/ -- On Wednesday, May 8, 2019, the Republic of Chile ("Chile") announced an offer to purchase for cash (the "Tender Offer") debt securities of the series listed in the table below (the "Old Bonds" and each Old Bonds, a "series" of Old Bonds), pursuant to the terms and subject to the conditions set forth in the offer to purchase of the same date (as amended and supplemented from time to time, the "Offer to Purchase").  On May 13, 2019, Chile announced the purchase price to be paid per Ps. 1,000,000 principal amount of Old Bonds of each series (the "Purchase Price") accepted pursuant to the Tender Offer and the Tender Offer expired as scheduled at 8:00 a.m., New York time, on Wednesday, May 15, 2019.

The aggregate Purchase Price (excluding accrued interest) to be paid for each series of the Old Bonds tendered in the Tender Offer and accepted by Chile is (i) Ps. 43,720,200,000 principal amount for the February 2021 Bonds (as defined below), (ii) Ps. 111,582,843,000 principal amount for the March 2021 Bonds (as defined below), and (iii) Ps. 55,345,773,750  principal amount for the 2020 Bonds (as defined below).

Chile will apply a portion of the net proceeds of its global offering of certain series of debt securities announced on Wednesday, May 8, 2019 (the "New Bonds Offering") to purchase the Old Bonds at the applicable Purchase Price plus accrued interest.  The settlement of the Tender Offer is conditioned upon the closing of the New Bonds Offering.

The aggregate principal amount of preferred and non-preferred tenders of Old Bonds and the aggregate principal amount of preferred and non-preferred tenders of such Old Bonds that have been accepted are shown in the table below. All preferred tenders have been accepted and no non-preferred tenders have been accepted. Appropriate adjustments will be made so that purchases are made in the minimum denominations set forth in the Offer to Purchase. Tender orders that are not for permitted tender amounts have not been accepted.

Old Bonds


ISIN


Aggregate principal
amount of preferred
tenders (all of which
have been accepted)


Aggregate principal
amount of non-preferred
tenders (none of which
have been accepted)

4.5% Bonds due February 28, 2021
("February 2021 Bonds")(1)


CL0002329671


Ps. 42,800,000,000


Ps. 12,990,000,000

4.5% Bonds due March 1, 2021
("March 2021 Bonds" and together
with the February 2021 Bonds, the
"Local Bonds")(1)


CL0002269331


Ps. 109,245,000,000


Ps. 190,000,000

CLP-Denominated 5.50% Bonds due
2020 ("2020 Bonds")


US168863AU21


Ps. 53,864,500,000


Ps. 163,083,500,000

(1) Amounts shown for the Local Bonds includes only aggregate principal amounts of Local Bonds tendered through Euroclear and Clearstream pursuant to the Offer to Purchase, and does not include Local Bonds tendered through the local exchange offer in Chile.

Payment of the Purchase Price and accrued interest for Old Bonds accepted for purchase in the Tender Offer will be made in U.S. dollars on Friday, May 17, 2019 (the "Tender Offer Settlement Date"), calculated at Ps. 692.33 per US$1.00, which is the Observado rate published in the Diario Oficial on Wednesday, May 15, 2019 and is the same rate at which the issue price for the New Bonds sold in the New Bonds Offering will be converted to U.S. dollars. Holders of 2020 Bonds are advised that the exchange rate used to calculate the Purchase Price and accrued interest in U.S. dollars differs from the exchange rate set forth in the terms and conditions of the 2020 Bonds for the payment of accrued interest.

Itau BBA USA Securities, Inc., Santander Investment Securities Inc. and Scotia Capital (USA) Inc. acted as Dealer Managers for the Tender Offer.

Itau BBA USA Securities, Inc.

Santander Investment
Securities Inc.

Scotia Capital (USA) Inc.

540 Madison Avenue, 23rd Floor

New York, New York 10022

United States

Attention: Debt Capital Markets

45 E 53rd Street, 5th Floor

New York, New York 10022

United States

Attention: Liability
Management Team

250 Vesey Street

New York, New York 10281

United States

Attention: Debt Capital
Markets

Collect: +1 (212) 710-6749

Toll-free: +1 (888) 770-4828

Collect: +1 (855) 404-3636
Toll-free: +1 (212) 940-1442

Collect: +1 (212) 225-5559

Toll-free: +1 (800) 372-3930

 

Questions regarding the Tender Offer may be directed to the Dealer Managers at the above contact.


Contact information: 

Global Bondholder Services Corporation


65 Broadway – Suite 404


New York, NY 10006


Banks and Brokers Call:  (212) 430-3774


All Others Call:   (866)-470-4500

 

Important Notice

The New Bonds Offering was made solely by means of an offering memorandum relating to that offering, and this announcement does not constitute an offer to sell or the solicitation of an order to buy any New Bonds.  You may not participate in the New Bonds Offering unless you have received and reviewed the offering memorandum related to that offering, and not in reliance on, or on the basis of, this announcement or the Offer to Purchase. The New Bonds 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 and will be offered in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

This announcement is not an offer to purchase or a solicitation of an offer to sell the Old Bonds. The Tender Offer was made only by and pursuant to the terms of the Offer to Purchase and expired at 8:00 a.m., New York time, on Wednesday, May 15, 2019.

The distribution of materials relating to the New Bonds Offering and the Tender Offer, and the transactions contemplated by the New Bonds Offering and Tender Offer, may be restricted by law in certain jurisdictions.  The Tender Offer was made only in those jurisdictions where it is legal to do so.  The Tender Offer is void in all jurisdictions where it is prohibited.  If materials relating to the New Bonds Offering or the Tender Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions.  The materials relating to the New Bonds Offering and the Tender Offer, including this communication, 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 Bonds Offering or the Tender Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the New Bonds Offering or the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate in that jurisdiction.  Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as "holders."

This announcement and the offer to purchase contains forward-looking statements.  Forward-looking statements are statements that are not historical facts, including statements about Chile's beliefs and expectations. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made. Chile undertakes no obligation to update any of them in light of new information or future events.  Forward-looking statements involve inherent risks and uncertainties. Chile cautions you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED.  SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

 

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