Corporación Nacional del Cobre de Chile Announces the Expiration of Tender Offers for Any and All of its 3.750% Notes Due 2020 and its 3.875% Notes Due 2021 / CORRECTED
2 October 2019
SANTIAGO, Chile, Oct. 1, 2019 /PRNewswire/ -- CORPORACIÓN NACIONAL DEL COBRE DE CHILE (the "Company" or "CODELCO") announced today the expiration of its offer to purchase for cash (the "Any and All Tender Offer") any and all of its outstanding 3.750% Notes due 2020 and 3.875% Notes due 2021 (collectively, the "Any and All Notes") upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 23, 2019 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying Letter of Transmittal dated September 23, 2019 (as it may be amended or supplemented from time to time, the "Letter of Transmittal") and Notice of Guaranteed Delivery dated September 23, 2019 (as it may be amended or supplemented from time to time, the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase and Letter of Transmittal, the "Offer Documents").
The Any and All Tender Offer expired at 5:00 P.M., New York City Time, on September 27, 2019 (the "Expiration Date"). CODELCO has been advised by the tender agent that, as of the Expiration Date, the amounts set forth in the table below of each series of Any and All Notes had been validly tendered and not validly withdrawn. CODELCO intends to accept for purchase all Any and All Notes validly tendered and not validly withdrawn at or prior to the Expiration Date.
The "Any and All Total Consideration" payable per U.S.$1,000 principal amount of each series of Any and All Notes validly tendered and accepted for purchase was determined by the Dealer Managers (as defined herein) based on a spread over a reference U.S. Treasury Security, as set forth in the table below, in accordance with standard market practice as of 2:00 p.m. (New York City Time) on September 27, 2019 (unless such time is extended). The Any and All Total Consideration payable by CODELCO per U.S.$1,000 principal amount of Any and All Notes accepted for purchase has been set at U.S.$1,015.59 for its 3.750% Notes due 2020 and U.S.$1,031.37 for its 3.875% Notes due 2021.
Title of Security
CUSIP and ISIN Numbers
Any and All Total
(Per U.S. $1,000 principal amount)
3.750% Notes Due 2020
1.375% U.S. Treasury
3.875% Notes Due 2021
1.500% U.S. Treasury
The principal amounts accepted for purchase, as shown in the table above, do not include any aggregate principal amounts of Any and All Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, for which delivery of Any and All Notes must be made by 5:00 p.m., New York City time, on October 1, 2019.
It is anticipated that payment for the Any and All Notes that were validly tendered and accepted for purchase as of the Expiration Date will be made on October 2, 2019, the third business day after the Expiration Date.
BofA Securities, Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. are acting as Dealer Managers (the "Dealer Managers") for the Any and All Tender Offer. D.F. King & Co., Inc. has been appointed as the tender agent and information agent for the Any and All Tender Offer.
Persons with questions regarding the Any and All Tender Offer should contact BofA Securities, Inc. at (646) 855-8998 (collect) or (888) 292-0070 (toll-free), HSBC Securities (USA) Inc. at (212) 525-5552 (collect) or (888) 472-2456 (toll-free), J.P. Morgan Securities LLC at (212) 834‑7279 (collect) or (866) 846‑2874 (toll-free) and Scotia Capital (USA) Inc. at (212) 225-5559 (collect) or (800) 372-3930 (toll-free).
This press release is not an offer to sell or a solicitation of an offer to buy any security. The Any and All Tender Offer is being made solely pursuant to the Offer Documents.
The Any and All Tender Offer does not constitute, and the Offer Documents may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to the Company's expectations regarding the performance of its business, financial results, liquidity and capital resources, contingencies and other non-historical statements. You can identify these forward-looking statements by the use of words such as "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and assumptions. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Offer to Purchase.
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SOURCE Corporación Nacional del Cobre de Chile