Chile in Dollar- and Euro-Denominated Debt Offerings and Concurrent Secondary Trade Tender Offer

Cleary Gottlieb represented the Republic of Chile in registered offerings of $1,060,131,000 3.125% Notes due 2025 and €800,000,000 1.625% Notes due 2025. Joint lead managers and bookrunners for the U.S. dollar transaction were Citigroup Global Markets, HSBC and Santander Securities. Joint lead managers and bookrunners for the Euro transaction were Banco Santander, Citigroup Global Markets and HSBC. The Euro transaction was Chile’s first Euro-denominated issuance in more than a decade and it was oversubscribed multiple times. Both offerings priced on December 3, 2014 and closed on December 12, 2014.

Chile used a portion of the net proceeds of the USD Notes to pay the purchase price for bonds tendered to Citigroup Global Markets, as billing and delivering bank under an intra-day secondary trade tender offer launched simultaneously with the announcement of the new money offerings.

The transaction involved an update of Chile’s shelf registration statement, in part, to strengthen its collective action clause and modify its ranking clause. The secondary trade tender offer was the first liability management transaction by a sovereign permitting the migration of outstanding debt to an indenture with the updated collective action and ranking clauses.