Codelco offers to purchase five series of notes due 2021-2027

By Cady Vishniac

Detroit, Dec. 7 – Corporación Nacional del Cobre de Chile (Codelco) has offered to purchase for cash any and all of three series of notes due 2021 to 2023 and to purchase a capped amount of two more note series due 2025 and 2027, according to an announcement on Monday.

Any-and-all offer

The notes in the any-and-all purchase offer are the:

• $226,981,000 outstanding of 3 7/8% notes due 2021 (ISINs: US21987BAP31, USP3143NAN41) to be priced using the 0.125% U.S. Treasury due Nov. 30, 2022 plus 39 basis points for a hypothetical total consideration of $1,029.24 per $1,000 note;

• $412,475,000 outstanding of 3% notes due 2022 (ISINs: US21987BAQ14, USP3143NAP98) to be priced using the 0.125% U.S. Treasury due Nov. 30, 2022 plus 33 bps for a hypothetical total consideration of $1,039.75 per $1,000 note; and the

• $465,871,000 outstanding of 4½% notes due 2023 (ISINs: US21987BAS79, USP3143NAR54) to be priced using the 0.25% U.S. Treasury due Nov. 15, 2023 plus 42 bps for a hypothetical total consideration of $1,101.77 per $1,000 note.

The any-and-all purchase offer expires at 5 p.m. ET on Dec. 11. Notes may be withdrawn up to the expiration date. The pricing of the notes will be determined at 2 p.m. on Dec. 11. Settlement is expected on or around Dec. 16.

Capped offer

A capped offer is being made for the following notes:

• $1,068,601,000 outstanding of 4½% notes due 2025 (ISINs: USP3143NAW40, US21987BAV09) with pricing to be determined using the 0.375% U.S. Treasury due Nov. 30, 2025 plus 73 bps for a hypothetical total consideration of $1,153.73 per $1,000 note; and the

• $1.5 billion of outstanding of 3 5/8% notes due 2027 (ISINs: US21987BAW81, USP3143NAY06) with pricing to be determined using the 0.875% U.S. Treasury due Nov. 15, 2030 plus 69 bps for a hypothetical total consideration of $1,101.77 per $1,000 note.

The total amount of notes purchased in the capped offer will be the smaller of $700 million and the difference between the total outstanding and tendered principal amounts of the 2021, 2022 and 2023 notes in the any-and-all offer.

Capped offer notes validly tendered with an allocation identifier code tendered by the early tender deadline of 5 p.m. ET on Dec.18 will take first priority, followed by notes validly tendered by the early tender deadline without an allocation identifier code, notes tendered after the early tender deadline with an allocation code, then notes tendered after the early tender deadline without an allocation code.

Tenders are subject to proration.

Holders of capped notes tendered by the early tender deadline and validly accepted will receive a cash payment of $30 per $1,000 principal tendered. The hypothetical considerations above include the $30 early consideration.

The final expiration of the capped offer is 11:59 p.m. ET on Jan. 5.

Settlement for the early tender deadline of capped offer notes is expected on or around Dec. 22, with final settlement on or around Jan. 7.

Details

The offers are subject to a financing condition.

BofA Securities, Inc. (646 855-8998, 888 292-0070), J.P. Morgan Securities LLC (212 834–7279, 866 846–2874), Mizuho Securities USA LLC (212 205-7736, 861 271-7403) and Scotia Capital (USA) Inc. (833 498-1660) are acting as dealer managers for the offers.

D.F. King & Co., Inc. (800 399-1581, 212 269-5550, codelco@dfking.com, www.dfking.com/Codelco) is the tender agent and information agent.

Codelco is a Santiago, Chile-based copper mining company.

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