Obbligazione Banco Crédito Inversiones 4.7% ( XS1897619968 ) in AUD

Banco Crédito Inversiones

100 AUD ▼

Cile

XS1897619968 ( in AUD )

4.7% per anno ( pagato 1 volta l'anno)

24/10/2033

Prospetto opuscolo dell'obbligazione Banco de Credito e Inversiones XS1897619968 en AUD 4.7%, scadenza 24/10/2033

200 000 AUD

40 000 000 AUD

24/10/2026 ( In 350 giorni )

Banco de Crédito e Inversiones (BCI) è una grande banca cilena con una significativa presenza nel mercato finanziario latinoamericano, offrendo una vasta gamma di servizi bancari e finanziari a privati e aziende.

The Obbligazione issued by Banco Crédito Inversiones ( Chile ) , in AUD, with the ISIN code XS1897619968, pays a coupon of 4.7% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 24/10/2033

Base Prospectus
June 30, 2017

Banco de Crédito e Inversiones
US$2,000,000,000
Medium Term Notes Program
Under this US$2,000,000,000 Medium-Term Notes Program (the "Program"), Banco de Crédito e Inversiones (the "Issuer,"
the "Bank" or "Bci") may from time to time issue medium term notes ("Notes") which may be issued on a subordinated or
unsubordinated basis. The Notes will be offered (i) inside the United States in reliance on the exemption from registration provided by
Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act") only to qualified institutional buyers
("QIBs"), within the meaning of Rule 144A, and (ii) outside the United States to non-U.S. persons (as such term is defined in Rule 904
under the Securities Act (a "non-U.S. person")) pursuant to Regulation S ("Regulation S") under the Securities Act. The Notes will be
denominated in any currency agreed upon between the Issuer and the relevant Dealer (as defined below). The final terms of each Note
will be specified in the Final Terms (as defined herein). For more information, see "Description of the Notes."
Each initial and subsequent purchaser of the Notes offered hereby in making its purchase will be deemed to have made certain
acknowledgements, representations and agreements intended to restrict the resale or other transfer of such Notes and may in certain
circumstances be required to provide confirmation of compliance with such resale or other transfer restrictions below and as set forth in
"Important Notices" and "Transfer and Selling Restrictions."
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any
other terms contemplated herein which are applicable to a particular issuance of Notes will be set out in the relevant Final Terms relating
to such Notes.
See "Risk Factors" beginning on page 6 of this Prospectus for a discussion of certain significant risks you should
consider in connection with an investment in the Notes.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Program (other than Indexed Notes
(as defined herein)) to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List
of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the
Markets in Financial Instruments Directive (Directive 2004/39/EC). Notes issued under the Program may also be admitted to trading or
listed on the exchange regulated market operated by the Luxembourg Stock Exchange, "Euro MTF," any other or further stock
exchange(s) or may not be admitted to trading or listed. Indexed Notes will not be admitted to trading on the Luxembourg Stock
Exchange's regulated market and are not in the scope of the approval by the Commission de Surveillance du Secteur Financier under this
Prospectus.
This document comprises a Base Prospectus for the purpose of article 5.4 of the Prospectus Directive. This Base Prospectus
(the "Prospectus") may be used only for the purposes for which it has been prepared. In approving this Prospectus the Commission de
Surveillance du Secteur Financier assumes no responsibility as to the economic and financial soundness of the transaction and the quality
or solvency of the Bank in line with the provisions of article 7(7) of the Luxembourg Law on prospectuses for securities.
Arrangers

BofA Merrill Lynch

Standard Chartered Bank
Dealers
BofA Merrill
BNP
Citigroup
Daiwa
Goldman
HSBC
J.P.
Mizuho
MUFG
Standard
Lynch
PARIBAS
Capital
Sachs & Co.
Morgan Securities
Chartered
Markets
LLC
Bank

TABLE OF CONTENTS

Page
Page
Responsibility Statement .......................................... iii
The Chilean Banking Industry ............................... 112
Important Notices ..................................................... iv
Business ................................................................. 120
Notice to Investors in the United Kingdom .............. vi
Selected Statistical Information ............................. 132
Notice to Prospective Investors in Chile .................. vi
Regulation and Supervision ................................... 174
Available Information .............................................. vi
Management .......................................................... 191
Certain Terms and Conventions .............................. vii
Principal Shareholders ........................................... 200
Enforcement of Civil Liabilities ............................. viii
Related Party Transactions .................................... 201
Cautionary Disclosure Regarding Forward-Looking
Description of the Notes ........................................ 204
Statements ............................................................. ix
Form of Final Terms .............................................. 237
Overview of the Program .......................................... 1
Taxation ................................................................. 244
Risk Factors ............................................................... 6
Special Provisions Relating to Foreign Currency
Use of Proceeds ....................................................... 37
Notes .................................................................. 255
Presentation of Financial and Other Information .... 38
Book-Entry Clearance Systems ............................. 258
Overview of the Bank.............................................. 40
Plan of Distribution ............................................... 262
General Description of the Program ........................ 48
Transfer and Selling Restrictions ........................... 263
Capitalization .......................................................... 50
Legal Matters ......................................................... 273
Exchange Rates ....................................................... 51
Independent Auditors ............................................ 274
Exchange Controls .................................................. 52
General Information .............................................. 275
Our Acquisition of City National Bank of Florida .. 53
Documents on Display ........................................... 276
Management's Discussion and Analysis of Financial
Annex A--Significant Differences Between
Condition and Results of Operations ................... 59
Chilean GAAP and IFRS .................................. A-1
Quantitative and Qualitative Disclosures About
Index to Consolidated Financial Statements .......... F-1
Market Risk ......................................................... 97
_______________________

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Santiago, Chile is solely responsible for the information given in this
Prospectus and in any Final Terms for each Series or Tranche of Notes issued under the Program. The Issuer hereby
declares that to the best of its knowledge and belief, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus and in any Final Terms for each Series or Tranche of Notes issued under the
Program is in accordance with the facts and contains no omission likely to affect its import.
iii

IMPORTANT NOTICES
Copies of Final Terms (as defined below) will be available from the registered office of the Issuer and the
specified office set out below of each of the Paying Agents (as defined below) (save that a Final Terms relating to a Note
which is neither admitted to trading on a regulated market in the European Economic Area ("EEA") nor offered in the EEA
in circumstances where a prospectus is required to be published under the Prospectus Directive will only be available for
inspection by a holder of such Note and such holder must produce evidence satisfactory to the relevant Issuer and the
relevant Paying Agent as to its holding of Notes and identity).
This Prospectus should be read and understood in conjunction with any supplement hereto. Full information on the
Issuer and any Notes issued under the Program is only available on the basis of the combination of this Prospectus
(including any supplement) and the relevant Final Terms.
No person is or has been authorized to give any information or to make any representations, other than those
contained in this Prospectus, in connection with the Program or the issue and sale of the Notes and, if given or made, such
information or representations must not be relied upon as having been authorized by Bci. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information herein
is correct as of any time subsequent to the date hereof.
Neither this Prospectus nor any other information supplied in connection with the Program or any Notes (i) is
intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the
Issuer or any of the Dealers that any recipient of this Prospectus or any recipient of any other information supplied in
connection with the Program or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes
should make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection with the Program
or the issue of any Notes constitutes an offer or invitation by or on behalf of either Issuer or any of the Dealers to subscribe
for or to purchase any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in
such jurisdiction.
This Prospectus is valid for twelve months upon its date of approval and it and any supplement thereto as well as
any Final Terms reflect the status as of their respective dates of issue. Neither the delivery of this Prospectus nor the
offering, sale or delivery of any Notes shall in any circumstances imply that the information contained in the related
documents is accurate and complete subsequent to the date hereof or that there has been no adverse change in the financial
condition of the Issuer since such date or that any other information supplied in connection with the Program is correct at
any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the
same.
For so long as any Notes remain outstanding, the Issuer will, in the event of any significant new factor, material
mistake or inaccuracy relating to information included in this Prospectus that is capable of affecting the assessment of any
Notes, prepare a supplement to this Prospectus or publish a new Prospectus for use in connection with any subsequent issue
of Notes.
The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within
the United States of America (the "United States") or its possessions or to United States persons, except in certain
transactions permitted by United States Treasury Regulations. Terms used in this paragraph have the meanings given to
them by the U.S. Internal Revenue Code and the regulations promulgated thereunder.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of
this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and the Dealers do
not represent that this Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been
taken by the Issuers or the Dealers which would permit a public offering of any Notes in any jurisdiction other than each
Member State of the EEA which has implemented the Prospectus Directive as at the date of this Prospectus or distribution
of this document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or
iv

sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed
or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves about, and
observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there
are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States, the EEA (and, in
particular, without limitation, in the United Kingdom, Luxembourg, France, Italy and the Netherlands), Australia, Brazil,
Chile, Dubai, Hong Kong, Japan, Peru, Singapore and Switzerland (see "Transfer and Selling Restrictions"). In making an
investment decision, investors must rely on their own examination of the Issuer and the terms of the Notes being offered,
including the merits and risks involved. The Notes have not been approved or disapproved by the United States Securities
and Exchange Commission (the "SEC") or any other securities commission or other regulatory authority in the United
States, nor have the foregoing authorities approved this Prospectus or confirmed the accuracy or the adequacy of the
information contained in this Prospectus. Any representation to the contrary is unlawful.
In particular, Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of,
U.S. persons unless the Notes are registered under the Securities Act or an exemption from the registration requirements of
the Securities Act is available. See "Description of the Notes Forms of Notes" for a description of the manner in which
Notes will be issued. Registered Notes are subject to certain restrictions on transfer (see "Transfer and Selling
Restrictions"). Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt from
registration under the Securities Act (see "U.S. Information" below).
Neither this Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such
an offer or solicitation.
Neither this Prospectus nor any Final Terms should be considered as a recommendation or a statement of an
opinion (or a report of either of those things) by Bci, the Dealers or any of them that any recipient of this Prospectus or any
Final Terms should subscribe for or purchase any Notes. Each recipient of this Prospectus or any Final Terms shall be taken
to have made its own appraisal of the condition (financial or otherwise) of the Issuer.
None of the Dealers or the Issuer makes any representation to any purchaser of the Notes regarding the legality of
its investment under any applicable laws. Any purchaser of the Notes should be able to bear the economic risk of an
investment in the Notes for an indefinite period of time.
The Dealers have not separately verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility is accepted by the Dealers as to the accuracy or
completeness of the information contained in this Prospectus or any other information provided by the Issuer. The Dealers
do not accept any liability in relation to the information contained in this Prospectus or any other information provided by
the Issuer in connection with the Program. U.S. Information
This Prospectus is being submitted on a confidential basis in the United States to a limited number of QIBs (as
defined under "Description of the Notes Forms of Notes") for informational use solely in connection with the
consideration of the purchase of the Notes being offered hereby. Its use for any other purpose in the United States is not
authorized. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed
to anyone other than the prospective investors to whom it is originally submitted.
Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt from
registration under the Securities Act. Each U.S. purchaser of Registered Notes is hereby notified that the offer and sale of
any Registered Notes to it may be made in reliance upon the exemption from the registration requirements of the Securities
Act provided by Rule 144A.
Each purchaser or Noteholder represented by a Rule 144A Global Note (as defined under "Registered Notes"
below) or any Notes issued in registered form in exchange or substitution therefor (together "Legended Notes") will be
deemed, by its acceptance or purchase of any such Legended Notes, to have made certain representations and agreements
intended to restrict the resale or other transfer of such Notes as set out in "Transfer and Selling Restrictions." Unless
v

otherwise stated, terms used in this paragraph have the meanings given to them in "Description of the Notes Forms of
Notes."
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This Prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are
"qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and that also (i) are "investment
professionals" as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Order, or (iii) 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 (the "FSMA")) in connection with the
issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). This Prospectus 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 relates is available only to relevant persons and will be engaged in only with relevant persons.
NOTICE TO PROSPECTIVE INVESTORS IN CHILE
THE NOTES BEING OFFERED WILL NOT BE REGISTERED IN THE SECURITIES REGISTRY
(REGISTRO DE VALORES) OF THE SUPERINTENDENCY OF BANKS AND FINANCIAL INSTITUTIONS (THE
"SUPERINTENDENCY OF BANKS" OR "SBIF") AND, THEREFORE, THE NOTES ARE NOT SUBJECT TO THE
SUPERVISION OF THE SBIF. AS UNREGISTERED SECURITIES, WE ARE NOT REQUIRED TO DISCLOSE
PUBLIC INFORMATION ABOUT THE NOTES IN CHILE. ACCORDINGLY, THE NOTES CANNOT AND WILL
NOT BE PUBLICLY OFFERED TO PERSONS IN CHILE. THE NOTES MAY ONLY BE OFFERED IN CHILE IN
CIRCUMSTANCES THAT DO NOT CONSTITUTE A "PUBLIC OFFERING" (AS DEFINED UNDER LAW
NO. 18,045 ON SECURITIES MARKET ("CHILEAN SECURITIES MARKET LAW")). THE NOTES MAY BE
PRIVATELY OFFERED IN CHILE TO CERTAIN CHILEAN "QUALIFIED INVESTORS" (SUCH AS BANKS,
PENSION FUNDS AND INSURANCE COMPANIES) WHICH ARE REQUIRED TO COMPLY WITH SPECIFIC
RESTRICTIONS RELATING TO THE PURCHASE OF THE NOTES.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are
"restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in the Dealer Agreement dated
July 25, 2016 (the "Dealer Agreement") to furnish, upon the request of a holder of such Notes or any beneficial interest
therein, to such holder or to a prospective purchaser designated by him, the information required to be delivered under Rule
144A(d)(4) under the Securities Act if, at the time of the request, the Issuer is neither a reporting company under Section 13
or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder.
vi

CERTAIN TERMS AND CONVENTIONS
General
Unless otherwise indicated or the context otherwise requires, all references in this Prospectus to the "Bank," "we,"
"our," "ours," "us" or similar terms refer to Banco de Crédito e Inversiones together with its Miami branch and its
consolidated subsidiaries. We conduct our Chilean commercial banking activities through Bci and various non-banking
activities through subsidiaries. See "Business."
Currency Presentation
In this Prospectus, references to "US$," "U.S. dollars" and "dollars" are to United States dollars, and references to
"Chilean pesos," "pesos" or "Ch$" are to Chilean pesos.
References to "UF" are to Unidades de Fomento. The UF is an inflation-indexed Chilean monetary unit with a
value in Chilean pesos that is adjusted daily to reflect changes in the official consumer price index of the Instituto Nacional
de Estadísticas (the "Chilean National Institute of Statistics"). The UF is revalued in monthly cycles. Each day in the period
beginning on the tenth day of the current month through the ninth day of the succeeding month, the nominal peso value of
the UF is indexed up (or down in the event of deflation) in order to reflect a proportionate amount of the change in the
Chilean consumer price index during the prior calendar month. As of December 31, 2014, 2015 and 2016, the value of the
UF was Ch$24,627.10, Ch$25,629.09 and Ch$26,347.98, respectively.
This Prospectus contains translations of certain Chilean peso amounts into U.S. dollars at specified rates solely for
the convenience of the reader. These translations should not be construed as representations that the Chilean peso amounts
actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated, at any particular
rate or at all.
Unless otherwise indicated, the exchange rate used in converting Chilean pesos into U.S. dollars for amounts
presented as of and for the years ended December 31, 2014, 2015 and 2016, as the case may be, were based on the observed
exchange rate (dólar observado) reported by the Central Bank of Chile for December 31, 2014, which was Ch$606.75 per
US$1.00, December 31, 2015, which was Ch$707.16 per US$1.00, and December 31, 2016, which was Ch$669.47 per
US$1.00.
The rates reported by the Central Bank of Chile for December 31, 2014, December 31, 2015 and December 31,
2016 are based upon the observed exchange rate which it publishes on the first business day following the respective date.
The Federal Reserve Bank of New York does not report a noon buying rate for pesos. See "Exchange Rates" for additional
information regarding rates of exchange.

vii

ENFORCEMENT OF CIVIL LIABILITIES
We are an open stock corporation (sociedad anónima abierta) organized under the laws of Chile and are licensed
as a commercial bank by the Superintendency of Banks. Substantially all of our directors and officers and certain experts
named herein reside outside the United States (principally in Chile). A substantial portion of our assets and the assets of
these persons are located outside the United States. As a result, it may not be possible for investors to effect service of
process within the United States upon us or such persons or to enforce against us or them in U.S. courts judgments
predicated upon the civil liability provisions of the laws of jurisdictions other than Chile, including any judgments
predicated upon the civil liability provisions of the federal securities laws of the United States.
We have been advised by our external Chilean counsel that no treaty exists between the United States and Chile
for the reciprocal enforcement of foreign judgments. Chilean courts would enforce judgments rendered by U.S. courts by
virtue of the legal principles of reciprocity and comity, subject to review in Chile of any such U.S. judgment in order to
ascertain whether certain basic principles of due process and public policy have been respected, without retrial or review of
the merits of the subject matter. If a U.S. court grants a final judgment, enforceability of this judgment in Chile will be
subject to obtaining the relevant exequatur (i.e., recognition and enforcement of the foreign judgment) according to Chilean
civil procedure law in force at that time and satisfying certain legal requirements. Currently, the most important of these
requirements are:
·
the existence of reciprocity, absent which the foreign judgment may not be enforced in Chile;
·
the absence of any conflict between the foreign judgment and Chilean law (excluding for this purpose the
laws of civil procedure) and public policy;
·
the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from the
same facts and circumstances;
·
the observance of all applicable laws to serve process on the defendant and protect the defendant's right to
defense; and
·
the absence of any further means for appeal or review of the judgment in the jurisdiction where judgment was
rendered.
We have been advised by our external Chilean counsel that there is doubt as to the enforceability, in original
actions in Chilean courts, of liabilities predicated solely on the U.S. federal securities laws and as to the enforceability in
Chilean courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of the U.S.
federal securities laws.

viii

CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
We have made statements in this Prospectus that constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements appear throughout this Prospectus. Examples of such
forward-looking statements include:
·
statements of our plans, objectives or goals, including those related to anticipated trends, competition or
regulation;
·
statements about our future economic performance and that of Chile or other countries in which we operate;
·
statements about our exposure to market risks, including interest rate risks, foreign exchange risk and equity
price risk; and
·
statements of assumptions underlying such statements.
The sections of this Prospectus that contain forward-looking statements include, without limitation, "Risk
Factors," "Overview of the Bank" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations." Words such as "believes," "expects," "anticipates," "projects," "intends," "should," "could," "may," "seeks,"
"aim," "combined," "estimates," "probability," "risk," "target," "goal," "objective," "future" or similar expressions are
intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These
statements may relate to (i) our asset growth and financing plans, (ii) trends affecting our financial condition or results of
operations and (iii) the impact of competition and regulations, but are not limited to such topics. Forward-looking
statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ
materially and adversely from those described in such forward-looking statements included in this Prospectus as a result of
various factors (including, without limitation, the actions of competitors, future global economic conditions, market
conditions, foreign exchange rates and operating and financial risks), many of which are beyond our control. The
occurrence of any such factors not currently expected by us would significantly alter the results set forth in these
statements.
You should understand that the following important factors, in addition to those discussed elsewhere in this
Prospectus, could affect our future results and could cause those results or other outcomes to differ materially and adversely
from those expressed in our forward-looking statements:
·
changes in capital market conditions in general that may affect policies or attitudes towards lending to Chile
or Chilean companies;
·
changes in general economic, business, political or other conditions in Chile or elsewhere in Latin America;
·
the monetary and interest rate policies of the Central Bank of Chile;
·
unanticipated movements or volatility in interest rates, foreign exchange rates, equity prices or other rates or
prices;
·
changes in, or our failure to comply with, Chilean and foreign laws and regulations, including banking
regulations;
·
changes in taxes;
·
changes in competition and pricing environments;
·
our inability to hedge certain risks economically;
·
the adequacy of allowances for loan losses;
ix

·
earthquakes, tsunamis, wildfires and other natural disasters;
·
changes in technology;
·
changes in consumer spending and saving habits;
·
unanticipated increases in financing and other costs or the inability to obtain additional debt or equity
financing on attractive terms; and
·
the factors described under "Risk Factors" beginning on page 6.
The forward-looking statements contained in this document speak only as of the date of this Prospectus, and we do
not undertake to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.
x