World’s Largest Copper Producer in Acquisition of 29.5% of Anglo American Sur and Subsequent Refinancing

October 31, 2012

Cleary Gottlieb represented long-standing client Corporación Nacional del Cobre de Chile (“Codelco”), a Chilean state-owned company that is the world’s largest copper producer, in refinancing a $1.87 billion acquisition loan. Cleary Gottlieb also represented Codelco in the original transaction which settled a dispute between Codelco and Anglo American plc (“Anglo”) relating to certain Anglo copper interests in Chile known as Anglo American Sur (“Sur”) and in the negotiation of a new partnership between Codelco, Anglo and their respective partners, Mitsui & Co. (“Mitsui”) and Mitsubishi Corporation (“Mitsubishi”).

The original transaction followed a months-long legal battle between Codelco and Anglo over Codelco’s announced intention to exercise an option to acquire a 49% stake in Sur financed by Mitsui and by Anglo’s subsequent sale of a 24.5% stake to Mitsubishi. The parties entered into definitive documentation on August 23, 2012. The first stage of the acquisition closed on August 24, 2012 and a secondary stage closed on September 14, 2012.

Under the terms of the transaction, a Codelco and Mitsui joint venture company controlled by Codelco acquired 29.5% of Sur for a total of $2.8 billion. Codelco funded its portion of the purchase price with a $1.87 billion acquisition loan from Mitsui. On October 31, 2012, Codelco and Mitsui entered into an agreement to refinance the $1.87 billion loan with a $875 million loan with a 3.25% fixed interest rate and a 20-year amortization. In connection with the refinancing, Codelco agreed to sell to Mitsui the equivalent of a 4.5% stake of Sur.