(ISIN NOS. US12476AAA51 / USP25625AE74; CUSIP NOS. 12476AAA5 / P25625AE7)
Santiago, Chile, Sept. 15, 2026 (GLOBE NEWSWIRE) — CAP S.A., a corporation (sociedad anónima abierta) incorporated and existing under the laws of the Republic of Chile, with its registered office located at Gertrudis Echeñique N° 220, Las Condes, Santiago, Chile (“CAP,” or the “Company”), announced today the results of its offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 7.375% Notes due 2036 (the “Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated August 31, 2026 (the “Offer to Purchase”) for the consideration described below. The Notes are unconditionally guaranteed (the “Guarantees”) jointly and severally by Compañía Siderúrgica Huachipato S.A. (“CSH”) and Compañía Minera del Pacífico S.A. (“CMP” and, together with CSH, the “Guarantors”), each a corporation (sociedad anónima) organized under the laws of Chile and a subsidiary of the Company. All capitalized terms used herein but not defined in this announcement have the respective meanings ascribed to them in the Offer to Purchase.
Concurrently with the Tender Offer, the Company solicited consents (the “Consent Solicitation”) from the holders of the Notes (the “Holders”) to effect certain proposed amendments to the indenture governing the Notes, dated as of September 18, 2006 (as amended or supplemented from time to time, the “Indenture”), among the Company, as issuer, CMP and CSH, as Guarantors, and The Bank of New York Mellon, as successor trustee (the “Trustee”). The proposed amendments would (i) amend Section 10.4 of the Indenture to expressly permit the release of a Guarantor with the consent of Holders of at least a majority in aggregate principal amount of the outstanding Notes if such release would not materially and adversely affect the Holders, in addition to the existing circumstances relating to a consolidation or merger of any Guarantor, or a conveyance or transfer of all or substantially all of its assets; (ii) release CSH as guarantor under the Indenture and the Notes; (iii) eliminate substantially all of the restrictive covenants and related provisions contained in the Indenture; and (iv) make certain related and conforming changes, in each case as further described in the Offer to Purchase (the “Proposed Amendments”).
The Expiration Date for the Tender Offer and the Consent Solicitation was 5:00 p.m., New York City time, on September 14, 2026 (the “Expiration Date”). According to information received from D.F. King & Co., Inc., the tender and information agent for the Tender Offer (the “Tender and Information Agent”), as of 5:00 p.m., New York City time, on September 14, 2026, U.S.$36,355,000 in aggregate principal amount of the Notes, or approximately 88.98% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer.
The Company has obtained the Requisite Consents of Holders of at least a majority in aggregate principal amount of the Notes outstanding (excluding any Notes held by the Company or its affiliates) to give effect to the Proposed Amendments. Consequently, as previously announced, the Company expects to execute a supplemental indenture (the “Supplemental Indenture”) effecting the Proposed Amendments with respect to the Notes that will be effective upon execution but will only become operative upon consummation of the Tender Offer on the Settlement Date (as defined below).
Subject to the Company’s acceptance of the Notes validly tendered, Holders who validly tendered their Notes at or prior to the Expiration Date in the manner described in the Offer to Purchase will be eligible to receive the Tender Offer Consideration, plus any Accrued Interest.
The following table summarizes certain payment terms of the Tender Offer and Consent Solicitation:
| Title of Security |
CUSIPs | ISINs | Principal Amount Outstanding |
Aggregate Principal Amount Tendered |
Percentage of Principal Amount Outstanding Tendered |
Tender Offer Consideration(1) |
|||||||
| 7.375% Notes due 2036 | 12476AAA5 / P25625AE7 |
US12476AAA51 / USP25625AE74 | U.S.$40,858,000 | U.S.$36,355,000 | 88.98% | U.S.$1,000 | |||||||
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(1) Per each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase, excluding Accrued Interest (as defined in the Offer to Purchase).
Payment for Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date and accepted for purchase will be made on a single settlement date, expected to be on September 18, 2026, or as promptly as practicable thereafter (the “Settlement Date”). All Notes accepted for purchase in the Tender Offer will cease to accrue interest on the Settlement Date, unless the Company defaults in the payment of amounts payable pursuant to the Tender Offer.
Neither the Offer to Purchase nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender and Information Agent for the Tender Offer and Consent Solicitation is D.F. King & Co., Inc. Additional contact information of the Tender and Information Agent is set forth below.
| D.F. King & Co., Inc. 28 Liberty Street, 53rd Floor New York, NY 10005 E-mail: cap@dfking.com Toll-Free: +1 (888) 542-7446 Collect: +1 (646) 582-2896 |
Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers above. The Company has retained J.P. Morgan Securities LLC to act as dealer manager and solicitation agent (the “Dealer Manager and Solicitation Agent”) in connection with the Tender Offer and Consent Solicitation. A Holder (or a beneficial owner that is not a Holder) may also contact the Dealer Manager and Solicitation Agent at its telephone number set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer and Consent Solicitation.
| J.P. Morgan Securities LLC 270 Park Avenue, 9th Floor New York, New York 10017 United States of America Attn: Latin America Debt Capital Markets Toll-Free: +1 (866) 846-2874 Collect: +1 (212) 834-7279 |
This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer and Consent Solicitation are made only by and pursuant to the terms of the Offer to Purchase, and the information in this notice is qualified by reference to the Offer to Purchase. None of the Company, the Guarantors, the Dealer Manager and Solicitation Agent or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer or deliver their consents pursuant to the Consent Solicitation.
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About CAP
CAP is a listed stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile, with more than 80 years of history and a leading role in the development of Chile’s mining and industrial sectors. Through its long-term strategy, CAP aims to be a global leader in critical materials for decarbonization through an integrated portfolio of businesses and the development of innovative and sustainable products and solutions.
CAP’s portfolio combines leadership in iron ore mining through Compañía Minera del Pacífico (CMP); industrialized and sustainable construction solutions through Grupo Cintac; strategic infrastructure assets, including Aguas CAP, Tecnocap, Huachipato Terminal Portuario and Puerto Las Losas; and exposure to critical minerals through its investment in Aclara Resources and direct ownership of the Penco Module project, Chile’s first rare earths development. CAP has publicly offered securities registered in the Securities Registry (Registro de Valores) of the CMF (Comisión para el Mercado Financiero) (the “CMF”), as a result of which it qualifies as a securities issuer subject to the oversight and supervision of the CMF. CAP’s shares are listed on the Santiago Stock Exchange (Bolsa de Comercio de Santiago) and the Electronic Stock Exchange of Chile (Bolsa Electrónica de Chile) under the symbol “CAP”. CAP’s principal executive office is located at Gertrudis Echeñique 220, Las Condes, Santiago, Chile, and its telephone number at that address is (+56-2) 2 2818-6000.
Contact
Felipe Gazitua
CAP S.A.
Gertrudis Echeñique 220, Las Condes; Santiago, Chile
+56(2) 2818-6150
fgazitua@cap.cl
Javiera Mercado
CAP S.A.
Gertrudis Echeñique 220, Las Condes; Santiago, Chile
+56(2) 2818-6160
jmercado@cap.cl
Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements. Examples of such forward-looking statements include, but are not limited to: (i) statements regarding the Company’s results of operations and financial position; (ii) statements of plans, objectives or goals; and (iii) statements of assumptions underlying such statements. Words such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. The forward-looking statements contained herein include statements about the Tender Offer and Consent Solicitation. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. You should not place undue reliance on these forward-looking statements or projections.
These cautionary statements should not be construed as exhaustive and are made only as of the date hereof. CAP undertakes no obligation to (and expressly disclaims any obligation to) update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of the risks and uncertainties described above, and the potential for variation of actual results from the assumptions on which certain of such forward-looking statements are based, investors should keep in mind that the results, events or developments disclosed in any forward-looking statement made in this document may not occur, and that actual results may vary materially from those described herein, including those described as anticipated, expected, targeted, projected or otherwise.
