SANTIAGO, Chile, May 22, 2024
/PRNewswire/ --
Tender Offer
Chile announced today the
commencement of 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). The aggregate
Purchase Price (as defined below) to be paid for the Old Bonds
tendered and accepted for purchase pursuant to the Tender Offer
will be determined by Chile in its
sole discretion (the "Maximum Purchase Amount"). The terms and
conditions of the Tender Offer are set forth in an offer to
purchase, dated the date hereof (the "Offer to Purchase").
The Tender Offer is being made concurrently with an offer to
exchange Old Bonds for New Bonds (as defined below) and an offer to
purchase Old Bonds for cash to the public in Chile (together, the "Local Offers").
Old Bonds
|
|
ISIN
|
|
Outstanding Principal Amount
as of Wednesday, May 22, 2024
(1)
|
Chilean-peso
denominated 2.500% Bonds due March 1, 2025
|
CL0002599166
|
Ps.
5,498,380,000,000
|
Chilean-peso
denominated 4.500% Bonds due March 1, 2026
|
CL0002172501
|
Ps.
3,320,825,000,000
|
Chilean-peso
denominated 2.300% Bonds due October 1, 2028
|
CL0002642784
|
Ps.
1,040,000,000,000
|
Chilean-peso
denominated 2.800% Bonds due October 1, 2033
|
CL0002642776
|
Ps.
442,150,000,000
|
(1) Includes Old Bonds held in Chile, which are the subject of the Local
Offers.
The Tender Offer is not conditioned upon any minimum
participation of any series of Old Bonds, but is conditioned on the
pricing and closing of a global offering that consists of an
offering to the public in Chile,
and an offer and sale of bonds to investors outside of Chile to "qualified institutional buyers" in
accordance with Rule 144A in the United
States and to non-U.S. persons outside the United States in reliance upon Regulation
S of the Securities Act of 1933, as amended, of certain Chilean
peso-denominated bonds (the "New Bonds") in an amount, with pricing
and on terms and conditions acceptable to Chile in its sole discretion, with pricing
terms expected to be announced on or about Thursday, May 30, 2024 (such offering of New
Bonds to investors outside of Chile the "New Bonds Offering").
The Tender Offer commenced on the date hereof and, unless
extended or earlier terminated by Chile in its sole discretion, will expire at
10:00 a.m., New York time, on Thursday, May 30, 2024 (the "Tender Period").
Subject to pricing and closing of the New Bonds Offering and the
other terms and conditions set forth in the Offer to Purchase, and
subject to change by Chile, the
settlement of the Tender Offer is expected to occur on or about
Monday, June 3, 2024 subject to
change without notice (the "Tender Offer Settlement
Date").
At or around noon, New York Time, on Friday, May 24, 2024, or as soon as possible
thereafter, Chile will announce
the purchase price per Ps. 1,000,000 principal amount of each
series of Old Bonds (the "Purchase Price"). Payment for any
tendered Old Bonds accepted by Chile, together with an amount in cash
corresponding to accrued and unpaid interest, accrued at the rates
contemplated in each series of Old Bonds to but excluding the
Tender Offer Settlement Date ("Accrued Interest"), will be made
after and conditioned upon the pricing and closing of the New Bonds
Offering. Payment of the Purchase Price for Old Bonds accepted for
purchase in the Tender Offer, together with Accrued Interest, will
be made in U.S. dollars, based on an exchange rate for the
conversion of Chilean pesos into U.S. dollars that will be
determined using the average of the buy and sell spot exchange
rates available on Bloomberg by typing "USDCLP BGN Curncy
<GO>" at or around noon, New York Time, or as soon as
possible thereafter, on the day that the New Bonds are priced,
which is currently expected to be Thursday,
May 30, 2024 (the "Applicable Exchange Rate"). The
Applicable Exchange Rate is the same rate at which the purchase
price payable for the New Bonds sold in the New Bonds Offering will
be calculated in U.S. dollars.
You may only submit tenders through Euroclear System
("Euroclear"). You will NOT be able to submit tenders through the
Depository Trust Company ("DTC"), Clearstream Banking, société
anonyme, Luxembourg, or
Depósito Central de Valores S.A., Depósito de Valores
("DCV").
You must comply with the applicable procedures of Euroclear
including arranging for a direct participant in Euroclear to
deliver a valid electronic acceptance instruction ("Electronic
Acceptance Instruction"), which includes the proper blocking and
debit irrevocable instructions, to Euroclear.
If you are a beneficial owner whose Old Bonds are held by a
broker, dealer, commercial bank, trust company or other nominee
(each, a "Nominee") and you desire to tender the Old Bonds in the
Tender Offer, you must contact your Nominee and instruct such
Nominee, as holder of the Old Bonds, to tender the Old Bonds on
your behalf. The deadlines set by Euroclear or any such
intermediary for the submission of tenders of Old Bonds may be
earlier than the relevant deadlines specified in the Offer to
Purchase.
For further information on the procedures to tender Old Bonds,
please refer to the Offer to Purchase and/or call the Tender and
Information Agent at its telephone numbers set forth below or
consult your Nominee for assistance.
Valid tenders made in accordance with the terms and conditions
of the Offer ("Tender Orders") may be withdrawn on or prior to
10:00 a.m., Thursday, May 30, 2024 (the "Withdrawal
Deadline"), unless the Withdrawal Deadline is extended or earlier
terminated. A valid withdrawal of Old Bonds on or prior to the
Withdrawal Deadline will result in the holder not being eligible to
receive the Purchase Price or any accrued interest pursuant to the
Tender Offer.
At or around 8:00 a.m.,
New York time, on Friday, May 31, 2024, or as soon as possible
thereafter, Chile will announce
(i) the Maximum Purchase Amount and the Tendered Aggregate Purchase
Price (as defined below), (ii) the aggregate principal amount of
Tenders of each series of Old Bonds that has been accepted, (iii)
any proration of Tenders, and (iv) the Applicable Exchange
Rate.
If the total purchase price for the principal amount of Old
Bonds (the "Tendered Aggregate Purchase Price") would exceed the
Maximum Purchase Amount, then the Republic will, in its sole
discretion, select one or more series of Old Bonds to be prorated
based on the same or different proration factors, so that the
Tendered Aggregate Purchase Price accepted by the Republic equals
or does not exceed the Maximum Purchase Amount. These proration
procedures are subject to the Republic's right in its sole
discretion not to accept any or certain Tenders for any reason. Old
Bonds accepted for purchase will be determined by multiplying each
holder's Tender by the applicable proration factor, and rounding
the product down to the nearest multiple of Ps.5,000,000 principal
amount. All Old Bonds validly tendered but not accepted as a result
of proration or otherwise will be rejected and returned to holders
through Euroclear. However, if the principal amount of Old Bonds
that are not accepted and are returned to a holder as a result of
proration would result in less than the Minimum Denomination being
returned to such holder, the Republic will either accept or reject
all of such holder's validly tendered Old Bonds.
A priority allocation code (the "Priority Allocation Code") is
not required for a holder to tender its Old Bonds, but if a
tendering holder wishes to subscribe for New Bonds, such holder
should obtain and quote a Priority Allocation Code when subscribing
for New Bonds. Holders tendering Old Bonds may obtain a Priority
Allocation Code by contacting any of the Dealer Managers, and
should include their Priority Allocation Code in their Tender.
Chile will review Tenders received
on or prior to the Tender Period Expiration Time and may give
priority to those investors tendering with a Priority Allocation
Code in connection with the allocation of New Bonds. However, no
assurances can be given that any holder that tenders Old Bonds will
be given an allocation of New Bonds at the levels it may subscribe
for, or at all.
The Tender Offer is subject to Chile's right, in its sole discretion, to
extend, terminate, withdraw or amend its terms at any time.
Chile reserves the right, in its
sole discretion not to accept any Tender Orders, or to accept
Tender Orders as to one or more series of Old Bonds but no other
series, for any reason.
The Offer to Purchase may be downloaded from the Tender and
Information Agent's website at https://www.gbsc-usa.com/chile/ or
obtained from the Tender and Information Agent, Global Bondholder
Services Corporation in New York,
at 65 Broadway – Suite 404, New York,
NY 10006 (Banks and Brokers call collect: (212) 430-3774;
all others call Toll-Free: (855) 654-2015) Attention: Corporate
Actions (e‑mail: contact@gbsc-usa.com), or from any of the Dealer
Managers.
The Dealer Managers for the Tender Offer are:
Citigroup Global
Markets
Inc.
|
Itau BBA USA
Securities, Inc.
|
Santander US
Capital Markets LLC
|
388 Greenwich Street,
4th
Floor
New York, New York
10013
United
States
Attn.: Liability
Management
Group
|
540 Madison Avenue,
24th
Floor
New York, New York
10022
United
States
Attention: Debt
Capital Markets
|
437 Madison Avenue,
10th Floor
New York, New York
10022
United
States
Attention: Liability
Management Team
|
Collect: +1 (212)
723-6106
Toll-free: +1 (800)
558-3745
|
Collect: +1 (212)
710-6749
Toll-free: +1 (888)
770-4828
|
Collect: +1 (212)
350-0660
Toll-free: +1 (855)
404-3636
|
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 Toll
free: (855) 654-2015
|
NONE OF CHILE, THE DEALER
MANAGERS OR THE TENDER AND INFORMATION AGENT MAKES ANY
RECOMMENDATION THAT ANY HOLDER TENDER OR REFRAIN FROM TENDERING ALL
OR ANY PORTION OF THE PRINCIPAL AMOUNT OF SUCH HOLDER'S OLD BONDS
OR THAT ANY HOLDER SUBMIT OR CHOOSE NOT TO SUBMIT AN INDICATION OF
INTEREST IN THE NEW BONDS IN CONNECTION WITH SUCH A TENDER, AND NO
ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A
RECOMMENDATION. HOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO
TENDER OLD BONDS, AND, IF SO, THE PRINCIPAL AMOUNT OF OLD BONDS TO
TENDER AND WHETHER TO SUBMIT AN INDICATION OF INTEREST IN THE NEW
BONDS IN CONNECTION WITH SUCH A TENDER.
Important Notice
The New Bonds Offering will be 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 announce 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
will be made only by and pursuant to the terms of the Offer to
Purchase, as may be amended or supplemented from time to
time.
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 is
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 several 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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SOURCE Republic of Chile