SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of April, 2019
Commission File Number 33-99720
ARAUCO AND CONSTITUTION PULP INC.
(Translation of registrants name into English)
El Golf 150
Fourteenth Floor
Santiago, Chile
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☑ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
EXHIBITS
Exhibit |
Description | |
99.1 |
Press Release announcing the results of Celulosa Arauco y Constitución S.A.s tender offers for any and all of its 7.250% Notes due 2019 and 5.000% Notes due 2021. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Celulosa Arauco y Constitución, S.A. | ||||||
(Registrant) | ||||||
Date: April 25, 2019 | By: | /s/ Matías Domeyko Cassel | ||||
Name: | Matías Domeyko Cassel | |||||
Title: | Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
CELULOSA ARAUCO Y CONSTITUCIÓN S.A.
ANNOUNCES EXPIRATION OF TENDER OFFERS FOR ANY AND ALL
7.250% NOTES DUE 2019 AND 5.000% NOTES DUE 2021
SANTIAGO, Chile, April 25, 2019 Celulosa Arauco y Constitución S.A. (Arauco) announced today that its previously announced cash tender offers (the Tender Offers) for any and all (a) Araucos outstanding 7.250% Notes due 2019 (the 2019 Notes) and (b) Araucos outstanding 5.000% Notes due 2021 (the 2021 Notes and, together with the 2019 Notes, the Notes) have expired at 5:00 p.m., New York City time, on April 24, 2019 (the Expiration Date).
The Tender Offers were made pursuant to an offer to purchase dated April 18, 2019 (the Offer to Purchase), the related letter of transmittal (the Letter of Transmittal) and the related notice of guaranteed delivery (the Notice of Guaranteed Delivery and, together with the Offer to Purchase and the Letter of Transmittal, the Offer Documents), which set forth the terms of the Tender Offers. The following table sets forth certain information relating to the Tender Offers:
Title of Security | CUSIP No. and ISINs |
Principal Amount Outstanding |
Tender Offer Consideration (per U.S.$1,000 principal amount) | |||
7.250% Notes due 2019 | CUSIP: 151191AQ6; ISIN: US151191AQ67 | U.S.$202,087,000 | U.S.$1,008.48 | |||
CUSIP: P21963AD8; ISIN: USP21963AD82 | U.S.$739,000 | |||||
CUSIP: 151191AP8; ISIN: US151191AP84 | U.S.$0 | |||||
5.000% Notes due 2021 | CUSIP: 151191AT0; ISIN: US151191AT07 | U.S.$196,047,000 | U.S.$1,035.99 | |||
CUSIP: 151191AR4; ISIN: US151191AR41 | U.S.$30,000 | |||||
CUSIP: P21963AE6; ISIN: USP21963AE65 | U.S.$4,184,000 | |||||
As set forth in the table below, as of the Expiration Date, according to information provided by Global Bondholder Services Corporation, a total of (i) U.S.$33,215,000 aggregate principal amount of the 2019 Notes, and (ii) U.S.$64,392,000 aggregate principal amount of the 2021 Notes had been validly tendered and not validly withdrawn. This amount includes U.S.$252,000 aggregate principal amount of the 2021 Notes tendered pursuant to the guaranteed delivery procedures described in the Offer Documents, which remain subject to the holders performance of the delivery requirements under such procedures.
Title of Security | CUSIP No. and ISINs |
Principal Amount Outstanding |
Principal Amount of Notes Tendered as of the Expiration Date | |||
7.250% Notes due 2019 | CUSIP: 151191AQ6; ISIN: US151191AQ67 | U.S.$202,826,000 | U.S.$33,215,000 | |||
CUSIP: P21963AD8; ISIN: USP21963AD82 | ||||||
CUSIP: 151191AP8; ISIN: US151191AP84 | ||||||
5.000% Notes due 2021 | CUSIP: 151191AT0; ISIN: US151191AT07 | U.S.$200,261,000 | U.S.$64,392,000 | |||
CUSIP: 151191AR4; ISIN: US151191AR41 | ||||||
CUSIP: P21963AE6; ISIN: USP21963AE65 | ||||||
Arauco has accepted for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Date. The Company expects to pay the Tender Offer Consideration plus the accrued and unpaid interest on the Notes validly tendered and not validly withdrawn on April 30, 2019, subject to the terms and conditions described in the Offer Documents.
J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. acted as dealer managers and Global Bondholder Services Corporation acted as Tender and Information Agent in connection with the Tender Offers. Questions regarding the Tender Offers may be directed to J.P. Morgan Securities LLC, Latin America Debt Capital Markets, 383 Madison Avenue, New York, New York 10179, (866) 846-2874 (toll-free) and (212) 834-7279 (collect), Scotia Capital (USA) Inc., Debt Capital Markets, 250 Vesey Street, New York, NY 10281, (800) 372-3930 (toll-free) and (212) 225-5559 (collect) or Global Bondholder Services Corporation at (866) 470-3700 (toll-free) and (212) 430-3774 (collect).
All deliveries and correspondence sent to the Tender and Information Agent should be directed to Global Bondholder Services Corporation, 65 Broadway Suite 404, New York, New York 10006, Attn: Corporate Actions.
Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Tender Offers, passed upon the merits or fairness of the Tender Offers or passed upon the adequacy or accuracy of the disclosure in the Offer Documents.
This press release shall not constitute an offer to purchase or a solicitation of acceptance of the offer to purchase, which were made only pursuant to the terms and conditions contained in the Offer Documents.
About Arauco
We are a corporation (sociedad anónima) organized under the laws of Chile. Our principal executive offices are located at Avenida El Golf 150, 14th Floor, Las Condes, Santiago, Chile. Our telephone number is +562-2461-7200, and our facsimile number is +562-2461-7541.
Forward-Looking Statements
Statements in this press release may be forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. Other than statements of historical fact, information regarding activities, events and developments that we expect or anticipate will or may occur in the future, including, but not limited to, information relating to our future growth and profitability targets and strategies designed to increase total shareholder value, are forward-looking statements based on managements estimates, assumptions and projections. Forward-looking statements also include, but are not limited to, statements regarding our future economic and financial condition and results of operations, the plans and objectives of management and our assumptions regarding our performance and such plans and objectives. Many forward-looking statements may be identified by the use of words such as intend, believe, expect, anticipate, should, planned, projected, estimated and potential, among others. Forward-looking statements contained in this press release are
predictions only and actual results could differ materially from managements expectations due to a variety of factors, including those described the section titled Risk Factors in our Annual Report for fiscal year 2018 on Form 20-F. All forward-looking statements attributable to us or persons working on our behalf are expressly qualified in their entirety by such risk factors. The forward-looking statements that we make in this press release are based on managements current views and assumptions regarding future events and speak only as of their dates. We assume no obligation to update developments of these risk factors or to announce publicly any revisions to any of the forward-looking statements that we make, or to make corrections to reflect future events or developments, except as required by the federal securities laws.
Contact:
Celulosa Arauco y Constitución S.A.
Avenida El Golf 150, 14th Floor
Las Condes, Santiago
Chile
T: +56-2-2461-7200
&W\6R"&-4#Q*S!1C)YYK6T3X
MH26.FQVM]:-.\2[4D5L$@=,UR'B+6Y?$&KR7TL:QY 55'8#I2;5AI.YZI\.?
M^1*;_KK)_(5X\>;_ ?^>G]:]A^'/_(E-_UUD_D*\>_YB'_;3^M#V0+<^A(-
M'TTV\9-C!DH/X!Z5@^.XHM/\&7@M(DA$C(K;%QD9KJ[?_CVB_P!P?RK*\5:6
MVL>'+NT09D*[D'^T.15/8E'C_@73;?5/%-O!