Corporación Nacional del Cobre de Chile Announces the Commencement of Offers to Purchase for Cash

SANTIAGO, Chile, Dec. 7, 2020 /PRNewswire/ -- CORPORACIÓN NACIONAL DEL COBRE DE CHILE (the "Company" or "CODELCO") announced today that it has commenced (i) an offer to purchase for cash (the "Any and All Tender Offer") any and all of its outstanding 3.875% Notes due 2021, 3.000% Notes due 2022, and its 4.500% Notes due 2023 (collectively, the "Any and All Notes") and (ii) an offer to purchase for cash (the "Maximum Tender Offer") up to the Aggregate Maximum Principal Amount (as defined below) of its outstanding 4.500% Notes due 2025 and 3.625% Notes due 2027 (collectively, the "Maximum Tender Offer Notes" and, together with the Any and All Notes, the "Securities"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 7, 2020 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying Notice of Guaranteed Delivery dated December 7, 2020 (as it may be amended or supplemented from time to time, the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents").

The Any and All Tender Offer

The following table summarizes the material pricing terms for the Any and All Tender Offer: 

The Any and All Tender Offer will expire at 5:00 p.m. (New York City Time) on December 11, 2020, (such time and date, as the same may be extended, the "Any and All Expiration Date"). Unless the Any and All Tender Offer is earlier terminated or withdrawn by the Company, holders who validly tender Any and All Notes at or prior to 5:00 p.m. (New York City Time) on December 11, 2020 will be eligible to receive the Any and All Total Consideration (as described below). Any and All Notes tendered may be withdrawn at any time at or prior to 5:00 p.m. (New York City Time) on December 11, 2020 but not thereafter.

The "Any and All Total Consideration" offered per U.S.$1,000 principal amount of each series of Any and All Notes validly tendered and accepted for purchase pursuant to the Any and All Tender Offer will be determined by the Dealer Managers (as defined herein) based on a spread over the reference U.S. Treasury Security, as set forth in the table above, in accordance with standard market practice as of 2:00 p.m. (New York City Time) on December 11, 2020 (unless such time is extended).

Payment for the Any and All Notes that are validly tendered and accepted for purchase will be made either on the date referred to as the "Any and All Settlement Date" or on the date referred to as the "Guaranteed Delivery Settlement Date," as applicable. The Any and All Settlement Date for the Any and All Notes will be promptly following the Any and All Expiration Date. It is anticipated that the Any and All Settlement Date for the Any and All Notes will be on or around December 16, 2020, the third business day after the Any and All Expiration Date. As described more fully in the Offer to Purchase, the Guaranteed Delivery Settlement Date in respect of Any and All Notes with respect to which a properly completed and duly executed Notice of Guaranteed Delivery is delivered at or prior to the Any and All Expiration Date (to the extent that such Any and All Notes are not delivered prior to the Any and All Expiration Date) that are accepted by the Company for purchase in the Any and All Tender Offer is expected to be on or around December 16, 2020, the third business day after the Any and All Expiration Date.

The Maximum Tender Offer

The following table summarizes the material pricing terms for the Maximum Tender Offer:

The "Aggregate Maximum Principal Amount" with respect to the Maximum Tender Offer shall be an amount not to exceed the lesser of (i) U.S.$700,000,000 and (ii) the difference between U.S.$1,105,327,000, which is the aggregate maximum principal amount of the Any and All Offer, and the aggregate principal amount of the Any and All Notes validly tendered and accepted for purchase in the Any and All Tender Offer.  The Aggregate Maximum Principal Amount will not be determined until the aggregate principal amount of the Any and All Notes validly tendered and accepted for purchase pursuant to the Any and All Tender Offer is determined.  If all of the outstanding Any and All Notes are validly tendered and accepted for purchase in the Any and All Tender Offer, no tenders of the Maximum Tender Offer Notes pursuant to the Maximum Tender Offer will be accepted for purchase. In addition, regardless of the aggregate principal amount of the Any and All Notes validly tendered and accepted for purchase in the Any and All Tender Offer, any tenders of Maximum Tender Offer Notes pursuant to the Maximum Tender Offer that would cause the Aggregate Maximum Principal Amount to be exceeded, shall be subject to proration, such that the aggregate principal amount of Maximum Tender Offer Notes accepted for purchase will not exceed the Aggregate Maximum Principal Amount.

As further described in the Offer to Purchase, the Company will accept for purchase validly tendered Maximum Tender Offer Notes up to the Aggregate Maximum Principal Amount, beginning with the Maximum Tender Offer Notes validly tendered with an allocation identifier code ("Allocation Identifier Code") first, provided that Maximum Tender Offer Notes tendered at or before the Early Tender Date will be accepted for purchase in priority to Maximum Tender Offer Notes tendered after the Early Tender Date, even if such Maximum Tender Offer Notes tendered after the Early Tender Date were made with an Allocation Identifier Code. Maximum Tender Offer Notes may be subject to proration, as further described in the Offer to Purchase.

The Maximum Tender Offer will expire at 11:59 p.m. (New York City Time) on January 5, 2021, (such time and date, as the same may be extended, the "Maximum Tender Expiration Date").  Maximum Tender Offer Notes tendered may be withdrawn at any time at or prior to 5:00 p.m. (New York City Time) on December 18, 2020 but not thereafter. 

Holders of each series of Maximum Tender Offer Notes that are validly tendered prior to or at 5:00 p.m. (New York City Time) on December 18, 2020 (such time and date, as the same may be extended, the "Early Tender Date") and that are accepted for purchase will receive an amount determined by the Dealer Managers based on a spread over the reference U.S. Treasury Security, as set forth in the table above, in accordance with standard market practice as of 2:00 p.m. (New York City Time) on December 18, 2020 (unless such time is extended) (the "MTO Total Consideration").  The MTO Total Consideration with respect to each series of Maximum Tender Offer Notes so calculated includes an "Early Tender Payment" equal to the applicable amount set forth in the table above under the heading "Early Tender Payment." Holders of Maximum Tender Offer Notes that are validly tendered after the Early Tender Date but prior to or at the Maximum Tender Expiration Date and that are accepted for purchase will receive in cash the MTO Total Consideration minus the Early Tender Payment.

Payment for the Maximum Tender Offer Notes that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase may be made, at the Company's option, on the date referred to as the "Maximum Tender Early Settlement Date." The Maximum Tender Early Settlement Date, if it occurs, will be promptly following the Early Tender Date in respect of such Maximum Tender Offer. It is anticipated that the Maximum Tender Early Settlement Date, if it occurs, will be on or around December 22, 2020, the second business day after the Early Tender Date.  If the Maximum Tender Early Settlement Date occurs, payment for the Maximum Tender Offer Notes that are validly tendered after the Early Tender Date and prior to or at the Maximum Tender Expiration Date and that are accepted for purchase will be made on the date referred to as the "Maximum Tender Final Settlement Date." If no Maximum Tender Early Settlement Date occurs, then payment for all the Maximum Tender Offer Notes that are validly tendered at any time prior to the Expiration Date and that are accepted for purchase will be made on the Maximum Tender Final Settlement Date. The Maximum Tender Final Settlement Date will be promptly following the Maximum Tender Expiration Date in respect of the Maximum Tender Offer. It is anticipated that the Maximum Tender Final Settlement Date for the Maximum Tender Offer Notes will be on or around January 7, 2021, the second business day after the Maximum Tender Expiration Date.

Additional Information

The Company's obligation to accept for purchase and to pay for Securities validly tendered and not withdrawn pursuant to any of the Tender Offers is subject to the satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the receipt by the Company of proceeds from a proposed issuance of securities, generating net proceeds in an amount that is no less than U.S.$500,000,000 on terms satisfactory to the Company.

In addition to the applicable consideration described above, all holders of Securities accepted for purchase will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date. In addition, to the extent that payment of the applicable consideration described above is subject to a Chilean withholding tax for certain holders of Securities, the Company will increase the amount of the payment by such additional amounts as are necessary in order for the payment such holders receive, net of the Chilean tax, to equal the amount that would have been received by such holders in the absence of such withholding.  The obligation of the Company to so increase the amount of such payment with respect to the Securities of any series is subject to the specific exceptions and limitations on the obligation to pay "Additional Amounts" set forth in the Offer to Purchase and in the applicable indenture related to such series of Securities. 

The Hypothetical Any and All Total Consideration and Hypothetical MTO Total Consideration in the tables above are based on the fixed spread for the applicable series of Securities to the yield of the Reference U.S. Treasury Security for that series as of 2:00 p.m. (New York City Time) on December 4, 2020. The information provided in the above tables is for illustrative purposes only. CODELCO makes no representation with respect to the actual consideration that may be paid, and such amounts may be greater or less than those shown in the above tables depending on the yield of the applicable Reference U.S. Treasury Security as of the applicable price determination time. The actual Any and All Total Consideration and the MTO Total Consideration will be based on the fixed spread for the applicable series of Securities to the yield of the Reference U.S. Treasury Security for that series as of the applicable price determination time. The Hypothetical Any and All Total Consideration and Hypothetical MTO Total Consideration exclude accrued and unpaid interest on the Securities accepted for purchase.

BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Scotia Capital (USA) Inc. are acting as Dealer Managers (the "Dealer Managers") for the Tender Offers. D.F. King & Co., Inc. has been appointed as the tender agent and information agent for the Tender Offers.

Persons with questions regarding the Tender Offer should contact BofA Securities, Inc. at (646) 855-8998 (collect) or (888) 292-0070 (toll-free), J.P. Morgan Securities LLC at (212) 834–7279 (collect) or (866) 846–2874 (toll-free), Mizuho Securities USA LLC at (212) 205-7736 (collect) or (861) 271-7403 (toll-free) and Scotia Capital (USA) Inc. at (212) 225-6643 (collect) or (833) 498-1660 (toll-free).

The Offer Documents will be distributed to holders of Securities promptly.  Holders who would like additional copies of the Offer Documents may contact the information agent, D.F. King & Co., Inc., by calling toll-free at (800) 399-1581  (banks and brokers may call collect at (212) 269-5550, email at [email protected] or visit www.dfking.com/Codelco.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The Tender Offers are being made solely pursuant to the Offer Documents, copies of which will be delivered to the holders of the Securities, and which set forth the complete terms and conditions of the Tender Offers. Holders are urged to read the Offer Documents carefully before making any decision with respect to their Securities.

The Tender Offers do 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. 

Media Contact:

Pablo Lubbert
+56 2 2690-3938
[email protected]

SOURCE Corporación Nacional del Cobre de Chile