Obligation Metro Empresa 4.7% ( USP37466AS18 ) en USD

Metro Empresa

87.49 % ▼

Chili

USP37466AS18 ( en USD )

4.7% par an ( paiement semestriel )

06/05/2050

Prospectus brochure de l'obligation Empresa Metro USP37466AS18 en USD 4.7%, échéance 06/05/2050

P37466AS1

07/05/2026 ( Dans 33 jours )

Empresa Metro est une entreprise publique chilienne responsable de l'exploitation et de la maintenance du réseau de métro de Santiago.

L'Obligation émise par Metro Empresa ( Chili ) , en USD, avec le code ISIN USP37466AS18, paye un coupon de 4.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/05/2050

THESE LISTING PARTICULARS HAVE BEEN PREPARED SOLELY FOR THE PURPOSES OF
ADMITTING THE SECURITIES TO THE OFFICIAL LIST AND TRADING ON THE EURO MTF MARKET OF THE
LUXEMBOURG STOCK EXCHANGE

Empresa de Transporte de Pasajeros Metro S.A.
(incorporated in the Republic of Chile as a closely held stock corporation (sociedad anónima cerrada))

U.S.$500,000,000 3.650% Notes due 2030
U.S.$1,000,000,000 4.700% Notes due 2050

_____________
We are offering U.S.$500,000,000 aggregate principal amount of our 3.650% notes due 2030, or the 2030 notes, and U.S.$1,000,000,000 aggregate
principal amount of our 4.700% notes due 2050, or the 2050 notes and, together with the 2030 notes, the notes and each, a series of notes.
Interest on the 2030 notes will accrue at a rate of 3.650% per year. Interest on the 2050 notes will accrue at a rate of 4.700% per year. The 2030
notes will mature on May 7, 2030. The 2050 notes will mature on May 7, 2050. Interest on each series of notes will accrue from May 7, 2020 and will be
payable on May 7 and November 7 of each year, commencing on November 7, 2020.
Prior to February 7, 2030 (the date that is three months prior to the maturity date of the 2030 notes), or the 2030 notes par call date, we may at our
option redeem the 2030 notes at any time in whole, or from time to time in part, by paying the greater of the outstanding principal amount of the 2030
notes to be redeemed and a "make-whole" amount, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Prior to November
7, 2049 (the date that is six months prior to the maturity date of the 2050 notes), or the 2050 notes par call date, we may at our option redeem the 2050
notes at any time in whole, or from time to time in part, by paying the greater of the outstanding principal amount of the 2050 notes to be redeemed and a
"make-whole" amount, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. On and after the 2030 notes par call date or the
2050 par call date, as applicable, we may also at our option redeem the 2030 notes or the 2050 notes, as applicable,at any time in whole, or from time to
time in part, at a redemption price equal to 100% of the principal amount of the notes of the applicable series to be redeemed, plus accrued and unpaid
interest, if any, on the principal amount of the notes of such series being redeemed, to the date of redemption. Furthermore, we may redeem the notes of
any series in whole but not in part, at any time, if certain changes relating to Chilean tax laws occur, as set forth in this offering memorandum. In addition,
if we experience a Change of Control Event (as defined in the indenture governing the notes), we must offer to r epurchase each outstanding series of
notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
See "Description of the Notes."
The notes will be our direct, unconditional, unsecured and unsubordinated obligations and will rank, at all times, equally in right of payment with all
of our other existing and future unsecured and unsubordinated indebtedness (other than obligations preferred by statute or by operation of law). The notes
will not be entitled to the benefit of any sinking fund and will be effectively subordinated to all of our existing and future secured indebtedness with
respect to the value of our assets securing such secured indebtedness. Although we are 100% owned by the Republic of Chile, the Republic of Chile is
not liable for our obligations under the notes.
Concurrently with the offering of the notes, we have launched a cash tender offer, or the Tender Offer, for any and all of ou r 4.750% senior notes
due 2024, or the 2024 Notes, validly tendered and accepted by us on or before May 6, 2020.
We intend to use the net proceeds from this offering to (i) purchase all of the outstanding 2024 Notes, and pay the related consideration and accrued
and unpaid interest thereon, pursuant to the terms of, and subject to the conditions set forth under, the Tender Offer Documents (as defined below) ; (ii)
redeem in full the Series I Local Bonds (as defined below) and pay accrued and unpaid interest thereon pursuant to their terms; (iii) repay in full the
principal of, interest on, and other amounts due under the Sumitomo Facility (as defined below); (iv) repay in full the principal of, interest on, and other
amounts due under the BNP Facility (as defined below); (v) pay fees and expenses incurred in connection with this offering and the Tender Offer ; and
(vi) the remainder, if any, including in the event that the Tender Offer is not successful, for general corporate purposes. The Tender Offer is not being
made pursuant to this offering memorandum. The closing of the Tender Offer is contingent upon the closing of this offering. See "Use of Proceeds."
No public market currently exists for the notes. Holders of the notes will not be entitled to any registration rights. Application is expected to be
made to admit the notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market of the Luxembourg
Stock Exchange. This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July
16, 2019. The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the Securities Act. The notes may not
be offered and sold within the United States or to U.S. persons, except to qualified institutional buyers, or QIBs, pursuant to Rule 144A under the
Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. You are hereby notified that
sellers of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. See "Plan of
Distribution" and "Transfer Restrictions" for a description of the restrictions regarding the purchase and transfer of the notes. Neither the U.S. Securities
and Exchange Commission, or SEC, nor any U.S. state securities commission has approved or disapproved of these securities or determined if this
offering memorandum is accurate or complete. Any representation to the contrary is a criminal offense.
The notes may not be publicly offered or sold, directly or indirectly, in Chile or to any resident in Chile, except as permitted by app licable Chilean
law. The notes will not be registered under Law No. 18,045, as amended (the Chilean Securities Market Law), with the Chilean Financial Markets
Commission (Comisión para el Mercado Financiero), or CMF, and, accordingly, the notes may not and will not be offered or sold to persons in Chile
except in circumstances which do not and will not result in a public offering under Chilean law, and in compliance with Rule (Norma de Carácter
General) No. 336, dated June 27, 2012, issued by the CMF (CMF Rule 336). Pursuant to CMF Rule 336, the notes may be privately offered in Chile to
certain "qualified investors," identified as such therein (which in turn are further described in Rule No. 216, dated June 12, 2008, of the CMF). See
"Notice to Chilean Investors."
Investing in the notes involves risks. See "Risk Factors" beginning on page 20 for a discussion of certain information that you should consider
before investing in the notes.
______________
Price per 2030 note: 99.759% of principal amount plus accrued interest, if any, from May 7, 2020.

Price per 2050 note: 98.716% of principal amount plus accrued interest, if any, from May 7, 2020.

______________
Delivery of the notes is expected to be made to investors on or about May 7, 2020, only in book-entry form through the facilities of The Depository
Trust Company, or DTC, and its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Euroclear,
and Clearstream Banking, société anonyme, or Clearstream, Luxembourg.
Joint Bookrunners

Morgan Stanley
Scotiabank

The date of these listing particulars is May 27, 2020.

2

TABLE OF CONTENTS
ENFORCEMENT OF CIVIL LIABILITIES ........................................................................................................... v
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION .................................................. vi
FORWARD-LOOKING STATEMENTS .............................................................................................................. ix
SUMMARY ........................................................................................................................................................... 1
THE OFFERING ................................................................................................................................................. 15
SUMMARY CONSOLIDATED FINANCIAL AND OTHER INFORMATION ................................................... 18
RISK FACTORS .................................................................................................................................................. 20
EXCHANGE RATES........................................................................................................................................... 34
EXCHANGE CONTROLS................................................................................................................................... 36
USE OF PROCEEDS ........................................................................................................................................... 37
CAPITALIZATION ............................................................................................................................................. 38
SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION .................................................... 39
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................. 43
BUSINESS .......................................................................................................................................................... 67
REGULATORY FRAMEWORK ......................................................................................................................... 93
MANAGEMENT ................................................................................................................................................. 97
PRINCIPAL SHAREHOLDERS ........................................................................................................................ 102
RELATED PARTY AND CERTAIN OTHER TRANSACTIONS ...................................................................... 104
DESCRIPTION OF THE NOTES ...................................................................................................................... 105
TAXATION ....................................................................................................................................................... 123
PLAN OF DISTRIBUTION ............................................................................................................................... 127
TRANSFER RESTRICTIONS ........................................................................................................................... 135
LEGAL MATTERS ........................................................................................................................................... 138
INDEPENDENT AUDITORS ............................................................................................................................ 139
AVAILABLE INFORMATION ......................................................................................................................... 140
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ............................................................................ F-1

i

Unless otherwise indicated or the context otherwise requires:
· all references to "we," "us," "our," "our company," "ourselves," "Metro," and "Metro Santiago" are to
Empresa de Transporte de Pasajeros Metro S.A.;
· all references to the "2012 Transantiago Ancillary Services Agreement" are to the Agreement for Ancillary
Services of Issuance, Post-sale and Sales Channel of the Common Ticketing System of the Public
Passenger Transportation System of Santiago (Contrato de Prestación de los Servicios Complementarios
Emisión y Post-venta del Medio de Accesso y Provisión de Red de Comercialización y Carga del Medio de
Accesso al Sistema de Transporte Público de Pasajeros Santiago) dated as of December 14, 2012, as
amended as of June 14, 2013, between the Chilean Ministry of Transportation and Telecommunications
(Ministerio de Transporte y Telecomunicaciones), or MTT, and Metro Santiago;
· all references to the "2012 Transantiago Transportation Services Agreement" are to the Public
Transportation System of Santiago Service Agreement (Convenio Para la Prestación de Servicios de
Transporte al Sistema de Transporte Público de Santiago) dated as of December 14, 2012, between the
MTT and Metro Santiago;
· all references to the "2013 Transantiago Transportation Services Agreement" are to the Public
Transportation System of Santiago Service Agreement (Convenio Para la Prestación de Servicios de
Transporte al Sistema de Transporte Público de Santiago) dated as of June 26, 2013, as amended as of
September 1, 2016, between the MTT and Metro Santiago;
· all references to the "2019 Transantiago Transportation Services Agreement" are to the Public
Transportation System of Santiago Service Agreement (Convenio Para la Prestación de Servicios de
Transporte al Sistema de Transporte Público de Santiago) dated as of February 5, 2019, between the MTT
and Metro Santiago;
· all references to the "Transantiago Transportation Services Agreements" are to the 2012 Transantiago
Transportation Services Agreement, the 2013 Transantiago Transportation Services Agreement and the
2019 Transantiago Transportation Services Agreement collectively;
· all references to "RED" are to the Metropolitan Mobility Network of Santiago (Red Metropolitana de
Movilidad), formerly known as the Integrated Public Transportation System of Santiago (Sistema Integrado
de Transporte Público de Pasajeros de Santiago or "Transantiago");
· all references to "Chile" are to the Republic of Chile, and references to the "Chilean Government," are to
the government of the Republic of Chile; and
· all references to "CMF" are to the Chilean Financial Market Commission (Comisión para el Mercado
Financiero).
This offering memorandum has been prepared by us solely for use in connection with the proposed offering of
the securities described in this offering memorandum. Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc.
will act as initial purchasers with respect to the offering of the notes. This offering memorandum is personal to each
offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise
acquire securities. You are authorized to use this offering memorandum solely for the purpose of considering the
purchase of our notes. Distribution of this offering memorandum to any other person other than the prospective
investor and any person retained to advise such prospective investor with respect to its purchase is unauthorized.
Each prospective investor, by accepting delivery of this offering memorandum, agrees to the foregoing and to make
no photocopies of this offering memorandum or any documents referred to in this offering memorandum.
Neither we nor the initial purchasers have authorized anyone to provide any information other than that
contained in this offering memorandum prepared by or on behalf of us or to which we have referred you. The
initial purchasers and we take no responsibility for, and can provide no assurance as to the reliability of, any
other information that others may give you. Neither we nor the initial purchasers are making an offer of the
notes in any jurisdiction where the offer is not permitted. You should not assume that the information

i

contained in this offering memorandum is accurate at any date other than the date on the front cover of this
offering memorandum.
_____________
We accept responsibility for the information contained in this offering memorandum. To the best of our
knowledge and belief (and we have taken all reasonable care to ensure that), the information contained in this
offering memorandum is in accordance with the facts and does not omit any material information likely to affect the
import of such information.
No representation or warranty, express or implied, is made by the initial purchasers as to the accuracy or
completeness of the information contained in this offering memorandum, and nothing contained herein is, or shall be
relied upon as, a promise or representation by the initial purchasers. The initial purchasers assume no responsibility
for its accuracy or completeness and accordingly disclaim, to the fullest extent permitted by applicable law, any and
all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of
this document or any such statement. In making an investment decision, you should rely on your own evaluation of
our company, the notes and the terms of the offering, including the merits and risks involved.
No person has been authorized to give any information or to make any representations other than those
contained in this offering memorandum, and, if given or made, such information or representations must not be
relied upon as having been authorized. Neither the delivery of this offering memorandum nor any sale made
hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since
the date hereof or that the information contained herein is correct as of any time subsequent to its date.
Neither this document nor any advertisement or any 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 offering memorandum comes are required to inform themselves about and
observe any such restrictions, including those set out in the preceding paragraphs. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such jurisdiction. For further information on the
manner of distribution of the notes, and the transfer restrictions to which they are subject, see "Plan of Distribution"
and "Transfer Restrictions."
We are relying upon an exemption from registration under the Securities Act for an offer and sale of securities
that do not involve a public offering. By purchasing the notes, you will be deemed to have made the
acknowledgments, representations and agreements described under "Transfer Restrictions" in this offering
memorandum. Neither we nor the initial purchasers are making an offer to sell the notes in any jurisdiction except
where such an offer or sale is permitted. You should understand that you may be required to bear the financial risks
of your investment for an indefinite period of time.
We have submitted this offering memorandum solely to a limited number of institutional investors in the United
States and to certain investors outside the United States so that they can consider a purchase of the notes. We have
not authorized the use of this offering memorandum for any other purpose. We make no representation to any
purchaser regarding the legality of an investment in the notes by such purchaser under any legal investment or
similar laws or regulations. You should not consider any information in this offering memorandum to be legal,
financial, business or tax advice. You should consult your own counsel, accountant, business advisor and tax
advisor for legal, financial, business and tax advice regarding any investment in the notes.
We reserve the right to withdraw this offering of notes at any time and we and the initial purchasers reserve the
right to reject any commitment to subscribe for the notes in whole or in part and to allot to any prospective investor
less than the full amount of notes sought by that investor. The initial purchasers and certain related entities may
acquire for their own account a portion of the notes.
The notes offered through this offering memorandum are subject to restrictions on transferability and resale, and
may not be transferred or resold in the United States except as permitted under the terms of the Securities Act and
applicable U.S. state securities laws pursuant to registration or exemption from them.

ii

You must comply with all applicable laws and regulations in force in the jurisdiction to which you are subject
and you must obtain any consent, approval or permission required by you for the purchase, offer or sale of the notes
under the laws and regulations in force in the jurisdiction to which you are subject or in which you make such
purchase, offer or sale, and neither us nor the initial purchasers will have responsibility therefrom.
Notwithstanding anything in this offering memorandum to the contrary, except as reasonably necessary to
comply with applicable securities laws, you (and each of your employees, representatives or other agents) may
disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax
structure of the offering and all materials of any kind (including opinions or other tax analyses) that are provided to
you relating to such tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to
the U.S. federal income tax treatment of the offering.
This communication is directed only to persons who (1) are outside the United Kingdom or (2) are investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2001, or the Order, or (3) are persons falling within Article 49(2)(a) to (d) (high net worth companies,
incorporated associations, etc.) of the Order (all such persons together are being referred to as "relevant persons").
This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only to relevant persons and will be engaged in
only with relevant persons.
_________________
NOTICE TO CHILEAN INVESTORS
THE FOLLOWING INFORMATION IS PROVIDED TO PROSPECTIVE INVESTORS PURSUANT TO
CMF RULE 336:
1. DATE OF COMMENCEMENT OF THE OFFER: APRIL 30, 2020. THE OFFER OF THE NOTES IS
SUBJECT TO CMF RULE (NORMA DE CARÁCTER GENERAL) No. 336, DATED JUNE 27, 2012, ISSUED
BY THE CMF.
2. THE SUBJECT MATTER OF THIS OFFER ARE SECURITIES NOT REGISTERED WITH THE
SECURITIES REGISTRY (REGISTRO DE VALORES) OR THE FOREIGN SECURITIES REGISTRY
(REGISTRO DE VALORES EXTRANJEROS) KEPT BY THE CMF. AS A CONSEQUENCE, THE NOTES
ARE NOT SUBJECT TO THE OVERSIGHT OF THE CMF.
3. SINCE THE NOTES ARE NOT REGISTERED IN CHILE, THE ISSUER IS NOT OBLIGED TO
PROVIDE PUBLICLY AVAILABLE INFORMATION ABOUT THE NOTES IN CHILE.
4. THE NOTES SHALL NOT BE SUBJECT TO PUBLIC OFFERING IN CHILE UNLESS REGISTERED
WITH THE RELEVANT SECURITIES REGISTRY KEPT BY THE CMF.
LA SIGUIENTE INFORMACIÓN SE PROPORCIONA A POTENCIALES INVERSIONISTAS DE
CONFORMIDAD CON LA NCG 336:
1. LA FECHA DE INICIO DE LA OFERTA ES EL 30 DE ABRIL DE 2020. LA OFERTA DE LOS BONOS SE
ACOGE A LA NORMA DE CARÁCTER GENERAL No. 336, DE FECHA 27 DE JUNIO DE 2012, DE LA
CMF.
2. LA OFERTA VERSA SOBRE VALORES NO INSCRITOS EN EL REGISTRO DE VALORES O EN EL
REGISTRO DE VALORES EXTRANJEROS QUE LLEVA LA CMF. POR LO TANTO, TALES VALORES NO
ESTÁN SUJETOS A LA FISCALIZACIÓN DE ESA COMISIÓN.
3. POR TRATARSE DE VALORES NO INSCRITOS EN CHILE, NO EXISTE LA OBLIGACIÓN POR PARTE
DEL EMISOR DE ENTREGAR EN CHILE INFORMACIÓN PÚBLICA RESPECTO DE LOS MISMOS.

iii

4. ESTOS VALORES NO PODRÁN SER OBJETO DE OFERTA PÚBLICA EN CHILE MIENTRAS NO SEAN
INSCRITOS EN EL REGISTRO DE VALORES CORRESPONDIENTE.

iv

ENFORCEMENT OF CIVIL LIABILITIES
We are a closely held stock corporation (sociedad anónima cerrada) organized under the laws of Chile. All of
our directors and executive officers reside outside of the United States. All or 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 on, or bring actions or enforce foreign judgments against us or
such persons in U.S. courts.
We have been advised by our Chilean counsel, Ried Fabres SpA, that no treaty exists between the United States
and Chile for the reciprocal enforcement of foreign judgments. Chilean courts, however, have enforced final
judgments rendered in the United States, without reviewing the merits of the subject matter of the case, by virtue of
the legal principles of reciprocity and comity, subject to the review in Chile of the United States judgment in order
to ascertain whether certain basic principles of due process and public policy have been respected. If a U.S. court
grants a final judgment, enforceability of this judgment in Chile will be subject to the obtainment of the relevant
exequatur (i.e., recognition and enforcement of the foreign judgment) according to Chilean civil procedure law in
force at that time and, consequently, subject to the satisfaction of certain factors. Currently, the most important of
these factors are:
(1) the existence of reciprocity absent which the foreign judgment may not be enforced in Chile;
(2) the absence of any conflict between the foreign judgment and Chilean laws (excluding for this purpose the
laws of civil procedure) and public policy;
(3) the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from the
same facts and circumstances;
(4) the observance of all applicable laws to serve process on the defendant and protect the defendant's right to
defense; and
(5) the absence of any further means for appeal or review of the judgement in the jurisdiction where judgement
was rendered.
We have been advised by our Chilean counsel that there is doubt as to the enforceability, in original actions in
Chilean courts, of liabilities predicated solely upon the federal securities laws of the United States 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. In addition, it may be necessary for investors to comply with certain
procedures, including payment of stamp tax or a statement that its rate is 0% of the face value of a debt security, if
applicable, in order to file a lawsuit with respect to the notes in a Chilean court.
In addition, Article 445 No. 17 of the Chilean Civil Procedure Code sets forth that the assets that are used in the
performance of a service that cannot be suspended without harming transit or public health may not be seized or
attached. Accordingly, this provision affects our main assets, such as trains and subway stations. Nevertheless, the
taxable income produced by these assets can be seized.
We have appointed the Consul General of Chile in New York, New York, as our authorized agent upon which
all writs, process and summonses may be served in any suit, action or proceeding brought in connection with the
Indenture or the notes against us in any such court and has agreed that such appointment shall be irrevocable so long
as any of the notes remain outstanding or until the irrevocable appointment by the Company of a successor in The
City of New York as its authorized agent for such purpose and the acceptance of such appointment by such
successor. See "Description of the Notes."

v

PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
Financial Statements
This offering memorandum includes our annual audited consolidated financial statements as of December 31,
2019 and 2018, and for the years ended December 31, 2019 and 2018, together with the notes thereto, or our
consolidated financial statements.
The consolidated financial information as of and for each of the years ended December 31, 2019 and 2018
presented in this offering memorandum has been derived from our consolidated financial statements appearing
elsewhere in this offering memorandum, which have been audited by Deloitte Auditores y Consultores Limitada,
independent auditors.
Accounting Principles and Application of International Public Sector Accounting Standards
We maintain our financial books and records in Chilean pesos. The consolidated financial statements comprise
the statements of financial position as of December 31, 2019 and 2018, and the consolidated statements of
comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for
the years ended December 31, 2019 and 2018, which have been prepared in accordance with the specific instructions
and standards issued by the CMF. These standards and instructions require us to comply with International
Financial Reporting Standards, or IFRS, issued by the International Accounting Standards Board, or IASB, with the
exception of certain international accounting standards issued under International Public Sector Accounting
Standards which are used in place of an otherwise applicable International Financial Reporting Standards.
We are a state-owned entity which business model is focused on providing a public service and is not primarily
intended to generate profit. The International Public Sector Accounting Standards Board, or IPSASB, an
independent organ of the International Federation of Accountants, or IFAC, has issued the International Public
Sector Accounting Standards, or IPSAS. IPSAS reflect the efforts of the IPSASB to adapt certain international
accounting standards under IFRS to a public sector context when appropriate to reflect that certain governmental
entities carry out public services (not primarily intended to generate profit), such as the public transportation
services that we provide.
We refer to the accounting framework used by us as "Applicable GAAP."
In particular, through Ordinary Official Letter No. 6158 dated March 5, 2012, we were authorized by the CMF
to exceptionally apply International Public Sector Accounting Standard 21, or IPSAS 21, in lieu of International
Accounting Standard 36 -- Impairment of Assets, or IAS 36. For additional information on our application of
IPSAS 21, see "Management's Discussion and Analysis of Financial Condition and Results of
OperationsSignificant Financial Reporting Standards--Application of IPSAS 21" and note 2.8 to our consolidated
financial statements.
Special Note Regarding Non-GAAP Financial Measures
The body of generally accepted accounting principles is commonly referred to as "GAAP." For this purpose, a
non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future
financial performance, financial position or cash flows but excludes or includes amounts that would not be so
reflected in the most comparable GAAP measure. In this offering memorandum, we present Adjusted EBITDA and
Adjusted Operating Profit (Loss), which are non-GAAP financial measures. We define (1) "Adjusted EBITDA" as
gross profit less administrative expenses plus depreciation and amortization and (2) "Adjusted Operating Profit
(Loss)" as gross profit less administrative expenses. We present Adjusted EBITDA and Adjusted Operating Profit
(Loss) because we believe such measures provide investors with supplemental information on our financial
performance that facilitates period-on-period comparisons on a consistent basis. Our management also uses
Adjusted EBITDA and Adjusted Operating Profit (Loss), among other measures, for internal planning and
performance measurement purposes. Adjusted EBITDA and Adjusted Operating Profit (Loss) should not be
construed as an alternative to net income, as an indicator of operating performance, as an alternative to cash flow
provided by operating activities or as measures of liquidity. Adjusted EBITDA and Adjusted Operating Profit
(Loss), as we calculated them, may not be comparable to similarly titled measures reported by other companies.

vi

These measures are not and should not be considered in isolation, or as substitutes for net income, cash flow
provided by operations or other measures of financial performance or liquidity under GAAP. Due to the fact that
these are not GAAP measures that have standardized meanings, their calculation may vary among different
companies and may not be comparable to the measures or similarly titled figures reported by other companies.
These measures are presented in presentations to investors and in our earnings releases as available on our
website (though the contents of our earnings releases, investors presentations, our website and any other website
referred to herein, are not incorporated into, and do not form part of, this offering memorandum).
For a reconciliation of our non-IFRS measures and calculation of Adjusted EBITDA and Adjusted Operating
Profit (Loss) and a reconciliation of Adjusted EBITDA and Adjusted Operating Profit (Loss) to our net income
(loss), see "Selected Consolidated Financial and Other InformationReconciliation of Non-GAAP Financial
Measures."
Currency and Other Information
Unless otherwise stated, the financial information appearing in this offering memorandum is presented in
Chilean pesos. In this offering memorandum references to "Chilean pesos" or "Ch$" are to Chilean pesos, the
lawful currency of Chile, and references to "U.S. dollars," "dollars" or "U.S.$" are to United States dollars.
References to "UF" are to Unidades de Fomento, a daily indexed Chilean peso-denominated monetary unit
which is linked to, and adjusted daily to reflect changes in, the official consumer price index, or CPI, of the Chilean
National Institute of Statistics (Instituto Nacional de Estadísticas, or INE). 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 CPI during the prior calendar month. The UF is calculated by the Central
Bank of Chile, which we refer to as the "Central Bank of Chile" or the "Chilean Central Bank", and published
monthly in the Diario Oficial of Chile (Official Gazette) and appears on Bloomberg page "CHUF." As of December
31, 2019, the value of the UF was Ch$28,309.94.
This offering memorandum contains translations of certain Chilean peso amounts into U.S. dollars at a specified
rate solely for the convenience of the reader. The exchange rate translations contained in this offering memorandum
should not be construed as representations that the peso amounts actually represent the U.S. dollar amounts
presented or could be converted into U.S. dollars at the rate indicated as of the dates mentioned herein or at any
other rate. The rate reported by the Central Bank of Chile (Banco Central de Chile), or Central Bank, for December
30, 2019 is based upon the observed exchange rate published by the Central Bank on the first business day following
the respective period. Accordingly, we have converted original Chilean peso amounts into U.S. dollars at a rate of
Ch$748.74 per U.S.$1.00, which was both the observed exchange rate as published by the Central Bank on January
2, 2020 and the exchange rate reported by the Central Bank on December 30, 2019. The observed exchange rate for
any given day equals the average exchange rate of the transactions conducted in the formal exchange market on the
immediately preceding banking day, as certified by the Central Bank. The Central Bank did not report any
exchange rate on December 31, 2019. The Federal Reserve Bank of New York does not report a noon buying rate
for Chilean pesos.
In addition, UF amounts that have been translated from Chilean pesos have been so translated at a conversion
rate of Ch$28,309.03 per UF, which is the value of the UF as of December 30, 2019, as published on December 7,
2020 by the Central Bank.
See "Exchange Rates" for information regarding rates of exchange between the peso and the U.S. dollar and the
conversion rates between the peso and UF for the periods specified therein.
Industry and Market Data
Market data and other statistical information (other than with respect to our financial results and performance)
used throughout this offering memorandum are based on independent industry publications, government
publications, reports by market research firms or other published independent sources. The information included on
the offering memorandum from these sources has been accurately reproduced and as far as we are aware and are

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