Obligation Chile 2.45% ( US168863DP09 ) en USD

Chile

81.58 % ▲

Chili

US168863DP09 ( en USD )

2.45% par an ( paiement semestriel )

31/01/2031

Prospectus brochure de l'obligation Chile US168863DP09 en USD 2.45%, échéance 31/01/2031

200 000 USD

1 458 000 000 USD

168863DP0

31/07/2024 ( Dans 74 jours )

L'Obligation émise par Chile ( Chili ) , en USD, avec le code ISIN US168863DP09, paye un coupon de 2.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2031

Final Prospectus Supplement
424B5 1 d925203d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
FILED PURSUANT TO RULE 424(B)5
REGISTRATION STATEMENT NO. 333-222495 AND NO. 333-235463

Prospectus Supplement
To Prospectus Dated January 16, 2020

Republic of Chile
US$1,458,000,000 2.450% Notes due 2031

The 2.450% notes due 2031 (which we refer to as the "notes") will mature on January 31, 2031 and will bear interest at a rate of 2.450% per year.
Interest on the notes is payable on January 31 and July 31 of each year, commencing on January 31, 2021. Chile may redeem the notes, in whole or in part,
on or after October 31, 2030, at par plus accrued interest as described in the section entitled "Description of the Notes--Optional Redemption" in this
prospectus supplement.
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 7 of the accompanying prospectus dated January 16, 2020, 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 will be made to the London Stock Exchange for the notes to be admitted to the London Stock Exchange's International Securities
Market ("ISM"). The ISM is not a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II"). The ISM is a market
designated for professional investors. Notes admitted to trading on the ISM are not admitted to the Official List of the UK Listing Authority
("UKLA"). The London Stock Exchange has not approved or verified the contents of this Prospectus Supplement.
Neither the Securities and Exchange Commission ("SEC") 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.
The underwriters are offering the notes subject to various conditions. The underwriters expect to deliver the notes to purchasers on or about May 12,
2020, through the book-entry facilities of The Depository Trust Company, or DTC, and its direct or indirect participants including Euroclear SA/NV, or
Euroclear, and Clearstream Banking, société anonyme, or Clearstream, Luxembourg.

Public Offering
Underwriting
Proceeds to Chile

Price

Discount

(before expenses)
Per note

99.958%(1)

0.04%

99.918%(1)
Total for the notes

US$1,457,387,640

US$583,200
US1,456,804,440
(1)
Plus accrued interest, if any, from May 12, 2020.

Joint lead managers and bookrunners

Citigroup

Itaú BBA

Scotiabank
May 5, 2020
https://www.sec.gov/Archives/edgar/data/19957/000119312520134528/d925203d424b5.htm[5/6/2020 12:41:34 PM]

Final Prospectus Supplement
Table of Contents
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

Prospectus Supplement
Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
CERTAIN DEFINED TERMS AND CONVENTIONS
S-3
SUMMARY OF THE OFFERING
S-4
RISK FACTORS AND INVESTMENT CONSIDERATIONS
S-6
USE OF PROCEEDS
S-8
RECENT DEVELOPMENTS
S-9
DESCRIPTION OF THE NOTES
S-11
TAXATION
S-13
UNDERWRITING (CONFLICTS OF INTEREST)
S-15
AUTHORIZED REPRESENTATIVE
S-21
VALIDITY OF THE NOTES
S-21
GENERAL INFORMATION
S-22

Prospectus

Page
ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

1
DATA DISSEMINATION

2
USE OF PROCEEDS

2
DESCRIPTION OF THE SECURITIES

3
TAXATION

17
PLAN OF DISTRIBUTION

21
OFFICIAL STATEMENTS

22
VALIDITY OF THE SECURITIES

22
AUTHORIZED REPRESENTATIVE

23
GENERAL INFORMATION

23
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement supplements the accompanying prospectus dated January 16, 2020, 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.
https://www.sec.gov/Archives/edgar/data/19957/000119312520134528/d925203d424b5.htm[5/6/2020 12:41:34 PM]

Final Prospectus Supplement
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.
In connection with the offering of the notes, Scotia Capital (USA) Inc., or any person acting for it, may over-allot the notes or effect transactions
with a view to supporting the market price of the notes at a level higher than that which might otherwise prevail. However, stabilization may not
necessarily occur. Any stabilization action may begin on or after the date of adequate public disclosure of the final price of the notes and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the closing date and 60 days after the date of the allotment of the notes. Any
stabilization action or over-allotment must be conducted by Scotia Capital (USA) Inc., or any person acting for it, in accordance with all applicable laws,
regulations and rules and will be undertaken at the offices of Scotia Capital (USA) Inc. (or any person acting for it) and on the London Stock Exchange's
International Securities Market ("ISM").
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA AND IN THE UNITED KINGDOM
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in any Member State of the European Economic Area ("EEA") or in the United Kingdom (each a "Relevant State"). For these purposes, (a) a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Regulation, and (b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and
the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the notes or otherwise making them available to retail investors in a Relevant State has been prepared and therefore offering or selling the notes or
otherwise making them available to any retail investor in a Relevant State may be unlawful under the PRIIPs Regulation.

S-1
Table of Contents
Any distributor subject to MiFID II subsequently offering, selling or recommending the notes is responsible for undertaking its own target market
assessment in respect of the notes and determining the appropriate distribution channels for the purposes of the MiFID II product governance rules under
Commission Delegated Directive (EU) 2017/593 (the "Delegated Directive"). Neither Chile nor any of the underwriters make any representations or
warranties as to a distributor's compliance with the Delegated Directive.
References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.
The above selling restriction is in addition to any other selling restrictions set out below.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This prospectus supplement is for distribution only to persons who: (i) are outside the United Kingdom; (ii) 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"); (iii) are persons falling within Articles 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the
Financial Promotion Order; 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.
NOTICE TO PROSPECTIVE INVESTORS IN SINGAPORE
https://www.sec.gov/Archives/edgar/data/19957/000119312520134528/d925203d424b5.htm[5/6/2020 12:41:34 PM]

Final Prospectus Supplement
Notification under Section 309B(1) of the Securities and Futures Act (Chapter 289) of Singapore, as modified from time to time (the "SFA")
--The notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).

S-2
Table of Contents
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 January 16,
2020.
Currency of Presentation
Unless otherwise stated, Chile has converted amounts relating to a period into U.S. dollars ("U.S. dollars," "dollars" or "US$") or Chilean pesos
("pesos," "Chilean pesos" or "Ps.") using the average exchange rate for that period. For amounts at period end, Chilean pesos are translated into U.S.
dollar amounts using the exchange rate at the period end. 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-3
Table of Contents
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
Republic of Chile.

Aggregate Principal Amount
US$1,458,000,000.

Issue Price
2.450% plus accrued interest, if any, from May 12, 2020.

Maturity Date
January 31, 2031.

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 January 31 and July 31 of each year, commencing
on January 31, 2021. The notes will bear interest from May 12, 2020 at the rate of 2.450%
per year.

Optional Redemption
The notes will be subject to redemption at the option of Chile, on terms described under
"Description of the Notes--Optional Redemption" in this prospectus supplement

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
https://www.sec.gov/Archives/edgar/data/19957/000119312520134528/d925203d424b5.htm[5/6/2020 12:41:34 PM]

Final Prospectus Supplement
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 intends to offer a further issue of its Euro-
denominated 1.625% Notes due 2025 in an aggregate principal amount of 500,000,000 in
an offering registered with the SEC, bringing the total aggregate principal amount of such
series to 1,641,550,000.

Withholding Tax and Additional Amounts
Chile will make all payments on the notes without withholding or deducting any taxes
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

S-4
Table of Contents
of a note, holders should refer to the discussion set forth under the heading "Taxation--

United States Federal Taxation" in this prospectus supplement and the accompanying
prospectus.

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, for U.S. federal income tax purposes, are not issued pursuant to a
"qualified reopening" of the notes, are not treated as part of the same "issue" as the notes, or
have greater than a de minimis amount of original issue discount shall have a separate
CUSIP, ISIN or other identifying number from the previously outstanding notes. Additional
debt securities of a series issued in this manner will be consolidated with, form a single
series and be fully fungible with the previously outstanding notes.

Use of Proceeds
Chile estimates that the net proceeds (after deduction of estimated expenses of US$100,000,
a portion of which will be reimbursed by affiliates of the underwriters) from the sale of the
notes will be US$1,456,704,440.

Chile intends to use the net proceeds from the sale of the notes offered by this prospectus
supplement for general purposes of the government, including to partially fund its COVID-

19 relief and recovery efforts. See "Recent Developments--Social Developments--The
Outbreak of COVID-19" in the Republic's annual report on Form 18-K for the year ended
December 31, 2019, incorporated by reference herein.

To the extent the net proceeds from the sale of the notes offered by this prospectus
supplement are used to fund the government's response to COVID-19, they will represent an
attempt to address or mitigate a specific social issue and/or seek to achieve positive social
outcomes for a target population, in this case the general population of Chile being affected

by adverse effects of COVID-19 on Chile. For the avoidance of doubt, despite the important
role that the notes offered by this prospectus supplement may play in helping Chile respond
to the COVID-19 crisis, the notes are not compliant with the International Capital Market
Association's Social Bond Principles, nor has the Republic obtained a second-party opinion
or any other type of external verification of the notes.

https://www.sec.gov/Archives/edgar/data/19957/000119312520134528/d925203d424b5.htm[5/6/2020 12:41:34 PM]

Final Prospectus Supplement
Listing
Application will be made to the London Stock Exchange for the notes to be admitted to the
London Stock Exchange's ISM.

Governing Law
State of New York.

Trustee, Registrar, Transfer Agent and Paying Agent The Bank of New York Mellon.

S-5
Table of Contents
RISK FACTORS AND INVESTMENT CONSIDERATIONS
An investment in the notes involves a significant degree of risk. Investors are urged to read carefully the entirety of the accompanying prospectus
together with this prospectus supplement and to note, in particular, the following considerations.
Risk Factors and Investment Considerations Relating to the Notes
Enforcement of Civil Liabilities; Waiver of Sovereign Immunity.
Chile is a foreign sovereign state. Consequently, it may be difficult for you or the trustee to obtain or enforce judgments of courts in the United
States or elsewhere against Chile. See "Description of the Securities--Jurisdiction, Consent to Service, Enforcement of Judgments and Immunities from
Attachment," in the accompanying prospectus.
Market for the Notes.
Chile has been advised by the underwriters that the underwriters may make a market in the notes but they are not obligated to do so and may
discontinue market making at any time without notice. Application will be made to the London Stock Exchange for the notes to be admitted to the ISM.
No assurance can be given as to the liquidity of the trading market for the notes. The price at which the notes will trade in the secondary market is
uncertain.
Risk Factors and Investment Considerations Relating to Chile
Chile's economic environment is currently challenged by the novel coronavirus.
In December 2019, a novel form of pneumonia first noticed in Wuhan, Hubei province (COVID-19, caused by a novel coronavirus) was reported to
the World Health Organization, with cases soon confirmed in multiple provinces in China. On March 11, 2020, the World Health Organization
characterized COVID-19 as a pandemic. Several measures have been undertaken by the Chinese government and other governments where the novel
coronavirus has proven to have affected population, such as the European Union, the United Kingdom, the United States of America, South Korea and
Japan among others, to control the coronavirus, including mandatory quarantines, travel restrictions to and from the above listed countries by air carriers
and foreign governments.
The long-term effects to the global economy and the Chilean economy of epidemics and other public health crises, such as the on-going COVID-19
outbreak, are difficult to assess or predict, and may include risks to citizens' health and safety, as well as reduced economic activity, which in turn could
result in decreased revenue for the Government and increased expenditures. It is unclear whether these challenges and uncertainties will be contained or
resolved, and what effects they may have on the global political and economic conditions in the long term. Additionally, we cannot predict the evolution of
the disease in Chile, nor any additional restrictions that might need to be imposed. However, we expect COVID-19 to have a significant adverse effect on
the world economy, which will in turn negatively affect Chile' s economy due to, among other things, decreased demand for its exports.
Accordingly, in March and April 2020, the government introduced several measures designed to address the COVID-19 outbreak and resulting
economic impact. See "Recent Developments--Republic of Chile--Social Developments--The Outbreak of COVID-19" in the 2019 Annual Report.
The measures to contain the pandemic so far have resulted in a significant slowdown in economic activity that will adversely affect economic growth
in 2020 and possibly 2021, to a degree that we cannot quantify as of the date of this prospectus supplement. Any prolonged restrictive measures put in
place in order to control an

S-6
https://www.sec.gov/Archives/edgar/data/19957/000119312520134528/d925203d424b5.htm[5/6/2020 12:41:34 PM]

Final Prospectus Supplement
Table of Contents
outbreak of contagious disease or other adverse public health development in Chile may have a longer lasting material and adverse effect on Chile's
economy. While the economic cost of COVID-19 is difficult to predict, the government expects that GDP growth will be negative in 2020, that the
government's fiscal deficit will increase and that its financial condition will further deteriorate.
The ultimate impact of each of these government measures on the national economy as well as the government's ability to implement all announced
measures as currently contemplated, cannot be assured. If the government's agenda cannot be successfully implemented, investor confidence may further
weaken and adversely affect the Chilean economy and the Republic's financial condition and impact its ability to service its debt.

S-7
Table of Contents
USE OF PROCEEDS
Chile estimates that the net proceeds (after deduction of estimated expenses of US$100,000, a portion of which will be reimbursed by affiliates of the
underwriters) from the sale of the notes will be US$1,456,704,440.
Chile intends to use the net proceeds from the sale of the notes offered by this prospectus supplement for general purposes of the government,
including to partially fund its COVID-19 relief and recovery efforts. See "Recent Developments--Social Developments--The Outbreak of COVID-19" in
the Republic's annual report on Form 18-K for the year ended December 31, 2019, incorporated by reference herein.
To the extent the net proceeds from the sale of the notes offered by this prospectus supplement are used to fund the government's response to
COVID-19, they will represent an attempt to address or mitigate a specific social issue and/or seek to achieve positive social outcomes for a target
population, in this case the general population of Chile being affected by adverse effects of COVID-19 on Chile. For the avoidance of doubt, despite the
important role that the notes offered by this prospectus supplement may play in helping Chile respond to the COVID-19 crisis, the notes are not compliant
with the International Capital Market Association's Social Bond Principles, nor has the Republic obtained a second-party opinion or any other type of
external verification of the notes.

S-8
Table of Contents
RECENT DEVELOPMENTS
The information contained in this section supplements the information about Chile corresponding to the headings below that is contained in Exhibit
99.D to Chile's annual report on Form 18-K for the fiscal year ended December 31, 2019, as amended. To the extent the information in this section differs
from the information contained in such annual report, you should rely on the information in this section. Capitalized terms not defined in this section have
the meanings ascribed to them in the annual report.
THE ECONOMY
Economic Performance Indicators
The following table sets forth changes in the Imacec, Mining Imacec and Non-mining Imacec (in each case, as defined in the Annual Report) for
March 2020:
Imacec, Mining Imacec and Non-mining Imacec
(% change from same period in previous year)

Non-
2020

Imacec
Mining Imacec
mining Imacec
March

(3.5)

0.8

(4.0)
In March 2020, the Imacec decreased by 3.5%, mainly due to a 4.0% decrease in the non-mining Imacec, in turn, driven by the COVID-19 outbreak
and the measures taken by the government to mitigate the spread of the virus. See "Recent Developments--Social Developments--The Outbreak of
COVID-19" in the Annual Report. This decrease in the non-mining Imacec was partially offset by a 0.8% increase in mining Imacec.
On May 4, 2020, the Chilean Budget Office updated its medium-term real GDP growth forecast for the Chilean economy, projecting a real GDP
https://www.sec.gov/Archives/edgar/data/19957/000119312520134528/d925203d424b5.htm[5/6/2020 12:41:34 PM]

Final Prospectus Supplement
growth of 4.3% and 3.5% for 2021 and 2022, respectively.
PUBLIC SECTOR FINANCES
Government Expenditures
2020 Budget
On May 4, 2020, in light of the measures introduced in April 2020 to address the COVID-19 outbreak, the advisory committees to the Ministry of
Finance updated their projections on the long-term price of copper and Chile's trend real GDP growth for the periods indicated.
Revised Assumptions for Structural Balance

September 2019
New

Assumptions (1)
Assumptions (2)
Trend Real GDP growth (% annual change for 2020 compared to 2019)

2.8

1.8
Long-term Copper price (US$ cents per pound) (2020-2024)

286

273

(1)
Considered for the preparation of the 2020 Budget Law
(2)
Published by the Budget Office on May 4, 2020
Source: Chilean Budget Office
Establishment of Principles of Fiscal Policy
On May 4, 2020, following the revised projections by the advisory committees to the Ministry of Finance described above, the Chilean Budget
Office, updated the structural deficit forecasts for the Chilean economy,

S-9
Table of Contents
projecting a structural deficit of 3.5% in 2020, 3.0% in 2021 and 2.1% in 2022, compared to a structural deficit of 3.2%, 2.5% and 2.0% for such years,
respectively, included in the goals set by the Piñera administration in 2018. See "Public Sector Finances--Fiscal Responsibility Law--Establishment of
Principles of Fiscal Policy" in the Annual Report.
In addition, on May 4, 2020, the Chilean Budget Office announced that it projects the headline fiscal deficit to reach 2.2% in 2021 and 2.3% in
2022. Given such estimates, the central government's gross public debt is expected to increase to 32.7% of GDP in 2020, 35.9% of GDP in 2021 and
37.9% of GDP in 2022.
While the forecasts for the Chilean economy included in this Amendment might have been reasonable when formulated, actual outcomes depend on
future events. Accordingly, Chile can give no assurance that economic results will not differ materially from the information set forth above.

S-10
Table of Contents
DESCRIPTION OF THE NOTES
Chile will issue the notes under the indenture entered into on December 12, 2014, as supplemented by the first supplemental indenture dated as of
May 27, 2015, 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.
General Terms of the Notes
The notes will:

·
be issued on or about May 12, 2020 in an aggregate principal amount of US$1,458,000,000;

·
mature on January 31, 2031;
https://www.sec.gov/Archives/edgar/data/19957/000119312520134528/d925203d424b5.htm[5/6/2020 12:41:34 PM]

Final Prospectus Supplement

·
be issued in denominations of US$200,000 and integral multiples of US$1,000 in excess thereof;

·
bear interest at a rate of 2.450% per year, commencing on May 12, 2020 and ending on the maturity date. Interest on the notes will be payable

semi-annually on January 31 and July 31 of each year, commencing on January 31, 2021. 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 January 30 and July 30, 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 DTC, and recorded on, and transferred through, the records maintained by DTC and its participants,

including the depositaries for Euroclear or Clearstream, Luxembourg;

·
be redeemable at the option of Chile before maturity. See "--Optional Redemption" in this prospectus supplement; 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.
Optional Redemption
At any time on or after October 31, 2030 (three months prior to the final maturity date of the notes), Chile will have the right at its option, upon
giving not less than 30 days' nor more than 60 days' notice, to redeem the notes prior to their maturity, in whole at any time or in part from time to time,
at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest and additional amounts, if any,
on the principal amount of the notes to, but excluding, the date of redemption.

S-11
Table of Contents
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, a transfer agent and a registrar in New York City. 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. You can contact the
paying agent 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 of a
series issued in this manner will be consolidated with and will form a single series with the previously outstanding notes.
https://www.sec.gov/Archives/edgar/data/19957/000119312520134528/d925203d424b5.htm[5/6/2020 12:41:34 PM]

Final Prospectus Supplement
Notices
Chile will publish notices in a leading newspaper having general circulation in New York City and London (which is expected to be The Wall Street
Journal and Financial Times, respectively).
In addition to the above, Chile will mail notices to holders at their registered addresses. So long as the notes are represented by a global security
deposited with a custodian for the common depositary for Euroclear and Clearstream, Luxembourg, notices to be given to holders will be given to
Euroclear and Clearstream, Luxembourg in accordance with their applicable policies as in effect from time to time. If Chile issues notes in certificated
form, notices to be given to holders will be sent by mail to the respective addresses of the holders as they appear in the trustee's records, and will be
deemed given when mailed.

S-12
Table of Contents
TAXATION
The following discussion supplements, and to the extent inconsistent supersedes, the disclosure provided under the heading "Taxation" in the
accompanying prospectus.
Chilean Taxation
The following is a general summary of the material consequences under Chilean tax law, as currently in effect, of an investment in the debt securities
made by a "foreign holder." For this purpose, foreign holder means either: (i) in the case of an individual, a person who is neither a resident nor domiciled
in Chile (for purposes of Chilean taxation, an individual is (a) deemed a resident of Chile if he or she has remained in Chile for continued or discontinued
periods of time that in total exceed 183 days within any period of twelve month and (b) domiciled in Chile if he or she resides in Chile with the actual or
presumptive intent of staying in Chile); or (ii) in the case of a legal entity, a legal entity that is organized and exists under the laws of a jurisdiction other
than Chile, unless the debt securities are assigned to or held by a branch, agent, representative or permanent establishment of such legal entity in Chile.
Under Chilean income tax law, payments of interest made by Chile to a foreign holder of the debt securities will be subject to a Chilean interest
withholding tax currently assessed at a rate of 4.0%. Chile is required to withhold, declare and pay such withholding tax. As described above, Chile has
agreed, subject to specific exceptions and limitations, to pay to the holders Additional Amounts in respect of the Chilean tax in order for the interest the
foreign holder receives, net of the Chilean tax on interest income, to equal the amount which would have been received by the foreign holder in the absence
of the withholding. See "Description of the Securities--Additional Amounts ." A foreign holder will not be subject to any Chilean withholding taxes in
respect of payments of principal made by Chile with respect to the debt securities.
Chilean income tax law establishes that a foreign holder is subject to income tax on income from Chilean sources. For this purpose, income from
Chilean sources means earnings from activities performed in Chile or from the operation, sale or disposition of, or other transactions in connection with,
assets or goods located in Chile. Capital gains realized on the sale or other disposition by a foreign holder of the debt securities generally will not be
subject to any Chilean taxes. The debt securities will be issued outside of Chile and, according to applicable law, held as not located in Chile. Accordingly,
any capital gains from a sale or disposition thereof shall not constitute income from Chilean sources subject to Chilean taxes.
A foreign holder will not be liable for estate, gift, inheritance or similar taxes with respect to its holdings unless the debt securities held by a foreign
holder are either (i) located in Chile at the time of foreign holder's death or gift, or (ii) if the notes are not located in Chile at the time of a foreign holder's
death, if the debt securities were purchased or acquired with income obtained from Chilean sources.
The issuance of the debt securities by Chile is exempt from Chilean stamp, registration or similar taxes.
United States Federal Taxation
In general, a United States person who holds the notes or owns a beneficial interest in the notes (a "U.S. holder") will be subject to United States
federal taxation.

S-13
Table of Contents
As discussed more fully in the accompanying prospectus, the calculation of foreign tax credits involves the application of rules that depend on your
particular circumstances. To benefit from a foreign tax credit or deduction with respect to the Chilean withholding tax, a U.S. holder may be required to
https://www.sec.gov/Archives/edgar/data/19957/000119312520134528/d925203d424b5.htm[5/6/2020 12:41:34 PM]

Document Outline

#1">
- #1">