Celulosa Arauco y Constitución S.A. Announces Expiration Of Tender Offers For Any And All 5.000% Notes Due 2021 And 4.750% Notes Due 2022

24 October 2019

SANTIAGO, Chile, Oct. 24, 2019 /PRNewswire/ -- Celulosa Arauco y Constitución S.A. ("Arauco") announced today that its previously announced cash tender offers (the "Tender Offers") for any and all (a) Arauco's outstanding 5.000% Notes due 2021 (the "2021 Notes") and (b) Arauco's outstanding 4.750% Notes due 2022 (the "2022 Notes" and, together with the 2021 Notes, the "Notes") have expired at 8:00 a.m., New York City time, on October 24, 2019 (the "Expiration Date").

The Tender Offers were made pursuant to an offer to purchase dated October 17, 2019 (the "Offer to Purchase"), the related letter of transmittal (the "Letter of Transmittal") and the related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase and the Letter of Transmittal, the "Offer Documents"), which set forth the terms and conditions of the Tender Offers. The following table sets forth certain information relating to the Tender Offers:

Title of



Principal Amount





Reference U.S.






Tender Offer


(per U.S.$1,000 principal


5.000% Notes

due 2021

CUSIP: 151191AR4

ISIN: US151191AR41



35 bps

2.000% U.S.

Treasury Notes

due January 15,





CUSIP: 151191AT0

ISIN: US151191AT07


CUSIP: P21963AE6

ISIN: USP21963AE65


4.750% Notes

due 2022

CUSIP: 151191AU7

ISIN : US151191AU79


70 bps

2.500% U.S.

Treasury Notes

due January 15,




CUSIP: 151191AW3

ISIN : US151191AW36






As set forth in the table below, as of the Expiration Date, according to information provided by Global Bondholder Services Corporation, a total of (i) U.S.$43,431,000 aggregate principal amount of the 2021 Notes, and (ii) U.S.$129,752,000 aggregate principal amount of the 2022 Notes had been validly tendered and not validly withdrawn. This amount includes U.S.$173,000 aggregate principal amount of the 2021 Notes and U.S.$444,000 aggregate principal amount of the 2022 Notes tendered pursuant to the guaranteed delivery procedures described in the Offer Documents, which remain subject to the holders' performance of the delivery requirements under such procedures.

Title of Security


Principal Amount


Principal Amount of Notes

Tendered as of the

Expiration Date

5.000% Notes due 2021

CUSIP: 151191AR4; ISIN: US151191AR41



CUSIP: 151191AT0; ISIN: US151191AT07

CUSIP: P21963AE6; ISIN: USP21963AE65

4.750% Notes due 2022

CUSIP: 151191AU7; ISIN: US151191AU79



CUSIP: 151191AW3; ISIN: US151191AW36



Arauco has accepted for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Date. The Company expects to pay the Tender Offer Consideration plus the accrued and unpaid interest on the Notes validly tendered and not validly withdrawn on October 29, 2019, subject to the terms and conditions described in the Offer Documents.

J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. acted as dealer managers and Global Bondholder Services Corporation acted as Tender and Information Agent in connection with the Tender Offers. Questions regarding the Tender Offers may be directed to J.P. Morgan Securities LLC, Latin America Debt Capital Markets, 383 Madison Avenue, New York, New York 10179, (866) 846-2874 (toll-free) and (212) 834-7279 (collect), Scotia Capital (USA) Inc., Debt Capital Markets, 250 Vesey Street, New York, NY 10281, (800) 372-3930 (toll-free) and (212) 225-5559 (collect) or Global Bondholder Services Corporation at (866) 470-3700 (toll-free) and (212) 430-3774 (collect).

All deliveries and correspondence sent to the Tender and Information Agent should be directed to Global Bondholder Services Corporation, 65 Broadway – Suite 404, New York, New York 10006, Attn: Corporate Actions.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Tender Offers, passed upon the merits or fairness of the Tender Offers or passed upon the adequacy or accuracy of the disclosure in the Offer Documents.

This press release does not constitute an offer to purchase or a solicitation of acceptance of the offer to purchase, which were made only pursuant to the terms and conditions contained in the Offer Documents.

About Arauco

Arauco is a corporation (sociedad anónima) organized under the laws of Chile. Its principal executive offices are located at Avenida El Golf 150, 14th Floor, Las Condes, Santiago, Chile. Our telephone number is +562-2461-7200.

Forward-Looking Statements

Statements in this press release may be "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, which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that we expect or anticipate will or may occur in the future, are forward-looking statements based on management's estimates, assumptions and projections. Many forward-looking statements may be identified by the use of words such as "intend," "believe," "expect," "anticipate," "should," "planned," "projected," "estimated" and "potential," among others. Forward-looking statements contained in this press release are expectations only and actual results could differ materially from management's expectations due to a variety of factors, including those described in the section titled "Risk Factors" in the Offer to Purchase. All forward-looking statements attributable to us or persons working on our behalf are expressly qualified in their entirety by such risk factors. The forward-looking statements that we make in this press release are based on management's current views and assumptions regarding future events and speak only as of their dates. We assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by the federal securities laws.

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SOURCE Celulosa Arauco y Constitucion S.A.