CAP in Successful Tender Offer and Consent Solicitation

Cleary Gottlieb represented CAP S.A. (CAP), a Chilean corporation, in a tender offer and consent solicitation relating to its 7.375% senior notes due 2036 (notes).

The tender offer and consent solicitation aimed to purchase for cash any and all of CAP’s outstanding notes and to amend certain covenants and provisions of the indenture governing CAP’s notes. The amendments released Compañía Siderúrgica Huachipato S.A. as guarantor and eliminated substantially all of the restrictive covenants, including limitations on liens, sale and lease-back transactions, transactions with affiliates, and consolidation, merger and transfer provisions.

The tender offer was conducted taking advantage of the revised tender offer rules published by the SEC on June 30, 2026.

The tender offer and consent solicitation commenced on August 31, 2026 and expired on September 14, 2026. By the expiration date, CAP had received consents from holders representing a majority of the principal amount of notes outstanding. Having achieved the requisite majority of required consents by the expiration date, on September 17, 2026, CAP settled the tender offer and implemented the proposed amendments by executing and delivering a supplemental indenture to the indenture governing the notes.

CAP is a listed stock corporation organized under the laws of the Republic of Chile, with more than 80 years of history and a leading role in the development of Chile’s mining and industrial sectors. Through its long-term strategy, CAP aims to be a global leader in critical materials for decarbonization through an integrated portfolio of businesses and the development of innovative and sustainable products and solutions. CAP’s portfolio combines leadership in iron ore mining through Compañía Minera del Pacífico (CMP); industrialized and sustainable construction solutions through Grupo Cintac; strategic infrastructure assets; and exposure to critical minerals through its investment in Aclara Resources and direct ownership of the Penco Module project, Chile’s first rare earths development.

The Cleary corporate team included partner Ignacio Lagos, associate Carla Martini, and international lawyer Matias Chaves. Partner Matthew Brigham and associate Banu Dzhafarova advised on tax matters. Associate Kerry Mullins advised on sanctions matters.