Bond Chili 3.125% ( US168863BW77 ) in USD

Chili

100 % ▼

Chile

US168863BW77 ( in USD )

3.125% per year ( payment 2 times a year)

26/03/2025 - Bond has expired

Prospectus brochure of the bond Chile US168863BW77 in USD 3.125%, expired

200 000 USD

1 060 131 000 USD

168863BW7

Chile is a long, narrow South American country extending along the Pacific coast, known for its diverse geography, including the Atacama Desert, Andes Mountains, and Patagonia.

The Bond issued by Chili ( Chile ) , in USD, with the ISIN code US168863BW77, pays a coupon of 3.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 26/03/2025

Prospectus Supplement
To Prospectus Dated December 2, 2014

Republic of Chile
US$1,060,131,000 3.125% Notes due 2025
The 3.125% notes due 2025 (which we refer to as the "notes") will mature on March 27, 2025 and will bear interest at a rate of
3.125% per year. Interest on the notes is payable on March 27 and September 27 of each year, commencing September 27, 2015. The notes
are not redeemable prior to maturity. The aggregate principal amount of the notes may be increased after the settlement under certain
conditions. See "Summary of the Offering--Further Issues."
The notes will be issued under an indenture and constitute a separate series of debt securities under the indenture. The indenture
contains provisions regarding future modifications to the terms of the notes that differ from those applicable to Chile's outstanding public
external indebtedness issued prior to December 2, 2014. Under these provisions, which are described beginning on page 125 of the
accompanying prospectus dated December 2, 2014, Chile may amend the payment provisions of any series of debt securities (including the
notes) and other reserve matters listed in the indenture with the consent of the holders of: (1) with respect to a single series of debt
securities, more than 75% of the aggregate principal amount of the outstanding debt securities of such series; (2) with respect to two or
more series of debt securities, if certain "uniformly applicable" requirements are met, more than 75% of the aggregate principal amount of
the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more
series of debt securities, more than 662/3% of the aggregate principal amount of the outstanding notes of all series affected by the proposed
modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding debt securities of each series
affected by the proposed modification, taken individually.
The notes will constitute direct, general, unconditional and unsubordinated external indebtedness of Chile for which the full faith
and credit of Chile is pledged. The notes rank and will rank without any preference among themselves and equally with all other
unsubordinated external indebtedness of Chile. It is understood that this provision will not be construed so as to require Chile to make
payments under the notes ratably with payments being made under any other external indebtedness.
Application has been made to list the notes on the official list of the Luxembourg Stock Exchange and to admit the notes for
trading on the Euro MTF market.
The underwriters expect to deliver the notes to purchasers on or about December 12, 2014.
Neither the Securities and Exchange Commission nor any state securities commission or regulatory body has approved or
disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
This prospectus supplement, together with the accompanying prospectus dated December 2, 2014, shall constitute a prospectus
for the purpose of the Luxembourg law dated July 10, 2005 (as amended) on prospectuses for securities.
ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS
IMPLEMENTED DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO INCLUDING DIRECTIVE 2010/73/EU (THE
"PROSPECTUS DIRECTIVE") MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS
DIRECTIVE).
Public Offering
Underwriting
Proceeds to Chile

Price(1)
Discount
(before expenses)
Per note ...........................................................................................
99.466% 0.075% 99.391%(1)
Total for the notes ...........................................................................
US$1,054,469,900.46 US$795,098.25 US$1,053,674,802.21
(1)
Plus accrued interest, if any, from December 12, 2014.
Joint lead managers and bookrunners
Citigroup HSBC Santander
December 12, 2014

We are responsible for the information contained in this prospectus supplement and the accompanying
prospectus and in any related free-writing prospectus we prepare or authorize. We have not authorized anyone to
give you any other information, and we take no responsibility for any other information that others may give you.
TABLE OF CONTENTS

Page
Prospectus Supplement
About this Prospectus Supplement ................................................................................................................................... S-3
Notice to Investors in the European Economic Area ........................................................................................................ S-3
Notice to Investors in the United Kingdom ...................................................................................................................... S-3
Certain Defined Terms and Conventions .......................................................................................................................... S-4
Summary of the Offering .................................................................................................................................................. S-5
Use of Proceeds ................................................................................................................................................................ S-8
Description of the Notes ................................................................................................................................................... S-9
New Provisions Applicable to the Notes .......................................................................................................................... S-12
Underwriting ..................................................................................................................................................................... S-16
Conflict of Interest ............................................................................................................................................................ S-18
Validity of the Notes ......................................................................................................................................................... S-20
General Information .......................................................................................................................................................... S-21
Prospectus
About this Prospectus ....................................................................................................................................................... 1
Certain Defined Terms and Conventions .......................................................................................................................... 2
Forward-Looking Statements ........................................................................................................................................... 4
Data Dissemination ........................................................................................................................................................... 4
Use of Proceeds ................................................................................................................................................................ 4
Summary ........................................................................................................................................................................... 5
Republic of Chile .............................................................................................................................................................. 7
The Economy .................................................................................................................................................................... 18
Balance of Payments and Foreign Trade .......................................................................................................................... 54
Monetary and Financial System ....................................................................................................................................... 63
Public Sector Finances ...................................................................................................................................................... 87
Public Sector Debt ............................................................................................................................................................ 111
Description of the Securities ............................................................................................................................................. 120
Taxation ............................................................................................................................................................................ 135
Plan of Distribution ........................................................................................................................................................... 139
Official Statements ........................................................................................................................................................... 141
Validity of the Securities .................................................................................................................................................. 141
Authorized Representative ................................................................................................................................................ 141
General Information .......................................................................................................................................................... 142
Tables and Supplemental Information .............................................................................................................................. 143
S-2

ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement supplements the accompanying prospectus dated December 2, 2014, relating to Chile's
debt securities and warrants. If the information in this prospectus supplement differs from the information contained in the
accompanying prospectus, you should rely on the updated information in this prospectus supplement.
You should read this prospectus supplement along with the accompanying prospectus. Both documents contain
information you should consider when making your investment decision. You should rely only on the information provided
in this prospectus supplement and the accompanying prospectus. Chile has not authorized anyone else to provide you with
different information. Chile and the underwriters are offering to sell the notes and seeking offers to buy the notes only in
jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and the accompanying
prospectus is current only as of their respective dates.
Chile is furnishing this prospectus supplement and the accompanying prospectus solely for use by prospective
investors in connection with their consideration of a purchase of the notes. Chile confirms that:
·
the information contained in this prospectus supplement and the accompanying prospectus is true and correct in
all material respects and is not misleading as of its date;
·
it has not omitted facts, the omission of which makes this prospectus supplement and the accompanying
prospectus as a whole misleading; and
·
it accepts responsibility for the information it has provided in this prospectus supplement and the accompanying
prospectus.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This prospectus supplement has been prepared on the basis that any offer of notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made
pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes. The
expression "Prospectus Directive" means Directive 2003/71/EC, as amended, and includes any relevant implementing
measure in the Relevant Member State.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This prospectus supplement is for distribution only to persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom,
or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This
prospectus supplement is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this prospectus supplement relates is available only to
relevant persons and will be engaged in only with relevant persons.
S-3

CERTAIN DEFINED TERMS AND CONVENTIONS
Defined Terms
Terms used but not defined in this prospectus supplement have the meanings ascribed to them in the accompanying
prospectus dated December 2, 2014.
Currency of Presentation
Unless otherwise stated, Chile has converted historical amounts translated into U.S. dollars ("U.S. dollars," "dollars"
or "US$") or pesos ("pesos," "Chilean pesos" or "Ps.") at historical annual average exchange rates. Translations of pesos to
dollars have been made for the convenience of the reader only and should not be construed as a representation that the
amounts in question have been, could have been or could be converted into dollars at any particular rate or at all.
S-4

SUMMARY OF THE OFFERING
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying
prospectus. It is not complete and may not contain all the information that you should consider before investing in the notes.
You should read this prospectus supplement and the accompanying prospectus carefully.
Issuer .................................................. The Republic of Chile.

Aggregate Principal Amount ............. US$1,060,131,000.

Issue Price .......................................... 99.466% plus accrued interest, if any, from December 12, 2014.

Maturity Date ..................................... March 27, 2025.

Form of Securities .............................. Chile will issue the notes in the form of one or more registered global securities
without coupons.

Denominations ................................... Chile will issue the notes in denominations of US$200,000 and integral multiples of
US$1,000 in excess thereof.

Interest ............................................... Chile will pay interest semi-annually, on March 27 and September 27 of each year,
commencing on September 27, 2015. The notes will bear interest from December 12,
2014 at the rate of 3.125% per year.

Redemption ........................................ Chile may not redeem the notes before their maturity date. At the maturity date, Chile
will redeem the notes at par.

Status ................................................. The notes will constitute direct, general, unconditional and unsubordinated external
indebtedness of Chile for which the full faith and credit of Chile is pledged. The notes
rank and will rank without any preference among themselves and equally with all
other unsubordinated external indebtedness of Chile. It is understood that this
provision will not be construed so as to require Chile to make payments under the
notes ratably with payments being made under any other external indebtedness.

Concurrent Offering ........................... On the date of this prospectus supplement, Chile is also offering 800,000,000
aggregate principal amount of its Euro-denominated 1.625% Notes due 2025 (the
"Euro notes") in an offering registered with the Securities and Exchange Commission
(the "SEC"). Application has been made to list the Euro notes on the official list of
the Luxembourg Stock Exchange and to admit the Euro notes for trading on the Euro
MTF market.

Withholding Tax and Additional
Chile will make all payments on the notes without withholding or deducting any taxes
Amounts ......................................... imposed by Chile or any political subdivision thereof or taxing authority therein,
subject to certain specified exceptions. For more information, see "Description of the
Securities--Debt Securities--Additional Amounts" in the accompanying prospectus.

Taxation ............................................. For a general summary of United States federal income tax consequences resulting
from the purchase, ownership and disposition of a note, holders should refer to the
discussion set

S-5

forth under the heading "Taxation--United States Federal Taxation" in the
accompanying prospectus. United States persons (as defined in the accompanying
prospectus) who are New Requestors as defined in the concurring offer to purchase
for cash being undertaken by Chile in respect of certain outstanding bonds of Chile
(the "old notes") dated December 3, 2014 (the "offer to purchase," or "OTP") should
also refer to the discussion set forth under the heading "Certain Additional United
States Federal Income Taxation Considerations" in this prospectus supplement.

Use of Proceeds ................................. Chile is issuing the notes offered hereby contemporaneously with (i) a separate offer
of Euro notes as described in "--Concurrent Offering" and (ii) the offer to purchase.
Chile expects to apply the proceeds of the Euro notes and the notes primarily for
general governmental purposes and to the extent the aggregate principal amount of
the notes and the Euro notes exceed the U.S. dollar equivalent of US$1,500,000,000
(the "base amount"), Chile expects to use the net proceeds of any such excess from
the offering of the notes (the "OTP proceeds") to pay the purchase price for old notes
that are validly tendered and accepted in the offer to purchase. Under its current
approval for the offering of the notes, Chile must apply the OTP proceeds solely to
pay the purchase price for old notes validly tendered and delivered pursuant to the
offer to purchase and may not use such OTP proceeds for any other purpose.

Further Issues ..................................... Chile may from time to time, without the consent of the holders, increase the size of
the issue of the notes, or issue additional debt securities having the same terms and
conditions as the notes in all respects, except for the issue date, issue price and first
payment on those additional notes or debt securities; provided, however, that any
additional debt securities subsequently issued that are not fungible with the previously
outstanding notes for U.S. federal income tax purposes shall have a separate CUSIP,
ISIN or other identifying number from the previously outstanding notes. Additional
debt securities issued in this manner will be consolidated with and will form a single
series with the previously outstanding notes. Chile has granted the underwriters an
option to increase the size of the offering of notes (and settle such increase by no later
than December 31, 2014) by US$552,687,000, which represents an amount of notes
that when sold by Chile in the offering are expected to generate net proceeds to Chile
equal to the total purchase price of any non-preferred tenders accepted pursuant to the
offer to purchase.

Additional Provisions ........................ The notes will contain provisions regarding future modifications to their terms that
differ from those applicable to Chile's outstanding public external indebtedness
issued prior to December 2, 2014. Those provisions are described beginning on
page 125 of the accompanying prospectus dated December 2, 2014.

S-6

Listing ................................................ Application has been made to list the notes on the official list of the Luxembourg
Stock Exchange and to admit the notes for trading on the Euro MTF market.

Listing Agent ..................................... The Bank of New York Mellon (Luxembourg) S.A.

Governing Law .................................. New York.

Trustee ............................................... The Bank of New York Mellon.

Paying Agent and Transfer
Agent in Luxembourg .................... The Bank of New York Mellon (Luxembourg) S.A.

Conflict of Interest ............................. As described under the "Use of Proceeds," a portion of the net proceeds of this
offering may be used to fund the purchase of old notes. An affiliate of the B&D Bank
under the offer to purchase ("B&D Bank") may be a holder of certain of the old notes
as set forth in the offer to purchase and may receive 5% or more of the proceeds from
this offering. Because of the manner in which the net proceeds are being used, this
offering will be conducted in accordance with FINRA Rule 5121. In accordance with
that rule, the appointment of a "qualified independent underwriter" is not necessary in
connection with this offering because the securities offered hereby are
investment-grade rated. Accordingly, this offering is being made in compliance with
the requirements of FINRA Rule 5121. Additionally, client accounts over which the
B&D Bank has investment discretion are not permitted to purchase the notes, either
directly or indirectly, without the specific written approval of the accountholder.
S-7

USE OF PROCEEDS
Chile intends to use the net proceeds from the sale of notes offered by this prospectus supplement and the Euro notes
offered concurrently with the notes in a separate transaction for general purposes of the government, and as specified under
"Summary of the Offering--Use of Proceeds" and "--Further Issues." Chile estimates that the net proceeds (after deduction
of estimated expenses of US$352,625, a portion of which will be reimbursed by the underwriters) from the sale of notes will
be US$1,053,322,177.21.
S-8

DESCRIPTION OF THE NOTES
Chile will issue the notes under an indenture to be entered into prior to the issuance of the notes between Chile and
The Bank of New York Mellon, as trustee. The indenture, as it may be amended from time to time, is referred to herein as the
"indenture." The information contained in this section summarizes the principal terms of the notes. The prospectus to which
this prospectus supplement is attached contains a summary of the indenture and other general terms of the notes. You should
review the information contained herein and in the accompanying prospectus. You should also read the indenture and the
form of the notes before making your investment decision. Chile has filed a form of the indenture with the SEC. Copies of the
indenture will also be made available at the offices of the trustee.
On the date of this prospectus supplement, Chile is also offering the Euro notes. The Euro notes will also be issued
under the indenture and contain terms similar to those of these notes. See "Summary of the Offering--Concurrent Offering."
General Terms of the Notes
The notes will:
·
be issued on or about December 12, 2014 in an aggregate principal amount of US$1,060,131,000;
·
mature on March 27, 2025;
·
be issued in denominations of US$200,000 and integral multiples of US$1,000 in excess thereof;
·
bear interest at a rate of 3.125% per year, commencing on December 12, 2014 and ending on the maturity date.
Interest on the notes will be payable semi-annually on March 27 and September 27 of each year, commencing
on September 27, 2015. Interest on the notes in respect of any period of less than one year will be computed on
the basis of a 360-day year of twelve, 30-day months;
·
pay interest to persons in whose names the notes are registered at the close of business on March 12 and
September 12, as the case may be, preceding each payment date;
·
constitute direct, general, unconditional and unsubordinated external indebtedness of Chile for which the full
faith and credit of Chile is pledged;
·
rank without any preference among themselves and equally with all other unsubordinated external indebtedness
of Chile (it being understood that this provision will not be construed so as to require Chile to make payments
under the notes ratably with payments being made under any other external indebtedness);
·
be represented by one or more global securities in book-entry, registered form only;
·
be registered in the name of a nominee of DTC, and recorded on, and transferred through, the records
maintained by DTC and its participants, including the depositaries for Euroclear Bank S.A./N.V., as operator of
the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg");
·
not be redeemable before maturity; and
·
contain "collective action clauses" under which Chile may amend certain key terms of the notes, including the
maturity date, interest rate and other terms, with the consent of less than all of the holders of the notes.
S-9

Payments of Principal and Interest
For purposes of all payments of interest, principal or other amounts contemplated herein, "business day" means any
day that is not a Saturday or Sunday, and that is not a day on which banking or trust institutions are authorized generally or
obligated by law, regulation, or executive order to close in New York City.
If any date for an interest or principal payment on a note is not a business day, Chile will make the payment on the
next business day. No interest on the notes will accrue as a result of any such delay in payment.
If any money that Chile pays to the trustee or to any paying agent to make payments on any notes is not claimed at
the end of two years after the applicable payment was due and payable, then the money will be repaid to Chile upon Chile's
written request. After any such repayment, neither the trustee nor any paying agent will be liable for that payment to the
relevant holders. Chile will hold the unclaimed money in trust for the relevant holders until five years from the date on which
the payment first became due.
Paying Agents; Transfer Agents; Registrar
Until the notes are paid, Chile will maintain a principal paying agent and a registrar in the City of New York. Chile
has initially designated the corporate trust office of the trustee as the agency for each such purpose and as the place where the
register will be maintained. In addition, Chile will maintain a paying agent and a transfer agent in Luxembourg where the
notes can be presented for transfer or exchange for so long as any such series is listed on the official list of the Luxembourg
Stock Exchange. Chile has initially appointed The Bank of New York Mellon (Luxembourg) S.A., located at Vertigo
Building-Polaris, 2-4 rue Eugéne, Ruppert, L-2453, Luxembourg, to serve as its Luxembourg paying agent and transfer
agent. You can contact the paying agents and transfer agent at the addresses listed on the inside back cover of this prospectus
supplement.
Further Issues
Chile may from time to time, without the consent of the holders, increase the size of the issue of the notes, or issue
additional debt securities having the same terms and conditions as the notes in all respects, except for the issue date, issue
price and first payment on those additional notes or debt securities; provided, however, that any additional debt securities
subsequently issued that are not fungible with the previously outstanding notes for U.S. federal income tax purposes shall
have a separate CUSIP, ISIN or other identifying number from the previously outstanding notes. Additional debt securities
issued in this manner will be consolidated with and will form a single series with the previously outstanding notes. Chile has
granted the underwriters an option to increase the size of the offering of the notes (and settle such increase by no later than
December 31, 2014) by US$552,687,000, which represents a principal amount of notes that when sold by Chile in the
offering are expected to generate net proceeds to Chile equal to the total purchase price of any non-preferred tenders accepted
pursuant to the offer to purchase.
Tax Treatment of Sale of Old Notes
Chile intends to take the position that the sale of old notes pursuant to the OTP is treated as a taxable sale, and not as
an exchange, for U.S. federal income tax purposes. Beneficial owners acquiring an interest in the notes issued hereunder (for
purposes of this section, the "new notes") pursuant to an Indication of Interest (as defined in the OTP) or, to the extent
relevant, any other person through which such beneficial owner holds such interest, acquire that interest subject to the
understanding that Chile will treat the tender and sale of the old notes pursuant to the OTP and subsequent purchase of the
new notes hereunder as a taxable sale of the old notes for money and the acquisition for money of
S-10