SEC Division of Corporation Finance no-action letter: Republic of Chile — SEC — US

CLEARY GOTTLIEB STEEN & HAMILTON LLP LAURENT ALPERT VICTOR 1. Ul'.WKOW NE IL Q. WHORISKEY JORGE U . JUANTORENA PANEL.A L MARCOG L IE6£ PA UL. M. TIGER LESLIE N . SILVERMAN MICHAEL 0 . WEINBERGER JONATHAN s KOL.OONEA ROBeRT L . TORTORIELLO OA.VIO LE INWANO DANIEL. IL.AN LEE C . BUCHHEIT DI ANA t... WOU.. MAN MEYER H. FEDIOA J ... MES M. PEASLEE JEFFHEY A. ROSENTHAL ADRIAN R. LEIPSIC ONE LIBERTY PLAZA THOMAS J MOLONEY JONATH.\N I. li~CKMAN f."THAN A KLINGSBERG MICH"EL J. VOLKOVITSCH ELIZABETH VI CF.NS AOAM BRENNEMAN MICHAEL L. RYAN MI CHAEL D . OA.'I'AN ARI D MACKINNON NEW YORK, NY 10006- 1470 ROBERT P DAVIS YA.RON l. REICH CA RMJN ii Q_ BOCCUZZI, JH JEFFREY O. KARPF JAMES E L.ANGSTON lll£fiOCPflrAIIIl>lltlllf RICH... RD S. LINCER r<Uo!I!ERLY BROWN BLAC KLOW (2 12) 225-2000 STF.VEN G. HOROWITZ JAMES A. DUNCAN ROBERT J RAYMOND Ui:ONARO c JACOAY SANDA"- M. ROCKS STl:."VEN M. LOEU SANDRA L FLOW S . DOUGLAS QORISK'f FACSIMILE (2 12) 225-3999 CRAIG B. DROO MrfCHELL A . LOWENTHAL FRANC IS CO L CESTERO FRANCESCA L . DOELL J UOrTH KASSEL 0"-VID E. WEOB EDWA RD J . RO SEN WIU.lAM L.. MCRAE PENELOPE L CHfHSTOPHOROU WWW.CLEARYGOTTLIEB.COM LAWRENCE B . FRIEDMAN NICOLAS OHAIJAR JASON FACTOR MARGARET 6. PEPONIS 80"-Z S. MOA"-G M"-RY E "-LCOCK CHRISTOPHER 6 • .t.USTIN LJSA M. SC HWErr'ZEA 0"-VIO H H ERR INGTON SETH GROS&HANOLEH JU""' G . GIRAL.DEZ HEIDE H. ILGENFRIT7. WILLIAM A. . GHOL.L DUANE MCLAUGHLIN HUGH C. CONROY. JA HOWARDS. Z£1.,80 BRI!ON 5. PEACE KATHLEEN M. EMDI!RGER DAVID E. DRO OSKY MEREDITH E KOTLER W"-LLACE L LARSON, JR WASHINGTON, DC • PARIS • BRUSSELS • LONDON • MOSCOW ARTHUR H . KOHN RICH... RO J . COOPER CHANTAL E. KORDUL.A BENET ,1. O'REIU..Y "-VR"-M E. L.UFT "-NOREW WEA.VEA JEF'FREV s. Uiwrs DAVID AMAN HEU::N"- K GR"-NNIS FRANKFURT • COLOGNE • ROME • MILAN • HONG KONG P"UL J . SHIM ADAM E- FUISHEA ORA.NT M. BINDER STEVEN L Wli... NER SEA. N A. O'NEAL JOHN V. H"-RR ISON BEIJ ING • BUENOS AIRES • SAO PAULO • ABU DHABI • SEOUL ERIKA W. NUENHUIS LINOSEE P . ORANFIELO GLENN ~ MCGRORY MATIHEW P. SALERNO CAROLINE F HAYDAY 0"-VIO FLECHNER ANDRES DE L.A CRUZ MICHAEL J. ALBANO Rltfi0£HT COUH.£.._ DAVID C . LOPEZ VICTOR 1,.. HOU CARMEN A. CORRALES RO GER A. COOPER Writer's Direct Dial: (212) 225-2208 E-Mail: adelacruz@cgsh.com JAMES L BROMLEY MICHAEL A. GERSTENV.NG lEWIS J , LIM"N LEV L CASSIN AMY R. SHAPIRO JENNIFER KENNEDY PARK EL.I'l.ABETH l.ENAS LUKE A. AARf;FOOT LOUISE M. PARENT April 13,2015 Mr. Paul Dudek Chief Office of International Corporate Finance Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Shelf Registration Statement on Schedule B of the Rep ublic of Chi le Dear Mr. Dudek, We are writing on behalf of the Republic of Chile (the "Republic") to request an interpretive letter that would facilitate the process by which the Republic conducts public offerings of its debt securities in the United States. Present Procedures The Republic is a "seasoned" Schedule B issuer eligible
to use the procedures for delayed and continuous offerings of securities set forth in Release No. 33-6240 dated September 10, 1980 and Release No. 33-6424 dated September 2, 1982 (the "Releases"). In accordance with the Releases, the Republic currently has on file with the Securities and Exchange Commission (the "Commission") an effective shelf registration statement (Registration No. 333-183920), which includes a basic prospectus (the "Basic Prospectus") containing all of the information required by Schedule B under the U.S. Securities Act of 1933 , as amended (the "Securities Act") and other information deemed material to investors . The Basic Prospectus is currently required to be updated and delivered to dealers at least annually during any period when offers or sales are being made, and is distributed to prospective investors as required by the Releases. Specific securities are offered by a prospectus supplement (or, if pursuant to a medium-term note program that the Republic may establish in the future, by a prospectus supplement and a pricing supplement, CLEARY GOTTLIEB STEEN 8c HAMILTON LLP OR AN AFFILIATED ENTITY HAS AN OFFICE IN EACH OF THE CITIES LIST ED ABOVE.

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Office of International Corporate Finance or "sticker") (all such documentation with respect to any offering, a "Prospectus Supplement") which, together with any free-writing prospectus, contains the terms of the securities being offered and a description of any material recent developments. The Prospectus Supplement and any issuer free-writing prospectus, together with the Basic Prospectus, are delivered to purchasers, and all necessary filings are made pursuant to Rule 424 under the Securities Act. As of the date of this letter, the Republic has not filed an Annual Report on Form 18-K (an "Annual Report") under the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the Commission. The Proposal The Republic hereby requests an interpretive letter permitting it voluntarily to follow the procedures described below for those periods during which it is considering offerings of its securities to the public in the United States.

The Republic will annually file an Annual Report with the Commission during
any period when it desires to have access to shelf registration procedures. Such Annual Reports would include, as of their respective dates: (i) all of the information and exhibits called for by Form 18-K, and (ii) as additional exhibits thereto, any additional information required under Schedule B to be included in a Schedule B registration statement und er the Securities Act (except as set forth in the next paragraph) together with additional information deemed material to investors. The resulting description of the Republic would be substantially as comprehensive as that currently included in the Republic's Basic Prospectus (included in the Republic's registration statement on Schedule B, Registration No. 333 183920, pages 2 through 3, 5 through 119, and 143 through 148) and such information would be presented in substantially the same format as in that Basic Prospectus. The Annual Reports would not include certain Schedule B information, such as the description of securities and plan of distribution, which would continue to be included in the applicable basic prospectus and prospectus supplements containing the terms of any offering.
The Republic's basic prospectus and any prospectus supplement with respect
to any offering of securities would contain a description of the securities offered thereby (including the Republic's obligations with respect to such securities), the plan of distribution, the application of proceeds, the debt record ofthe Republic, the name and address of its authorized agent in the United States and the names and addresses of counsel who will pass upon the validity of the securities. The basic prospectus, which could be used with respect to both continuous offerings, such as medium-term note programs, and delayed offerings, such as shelf take-downs, would incorporate by reference the most recently filed Annual Report of the Republic (and all exhibits thereto) and all amendments thereto filed on Form 18K/A (and all exhibits thereto). In order to implement the proposal outlined in this letter, the basic prospectus (or the prospectus supplement, if any, circulated together with such basic prospectus) would contain an undertaking to deliver upon request a copy of the Annual Report and any other information incorporated by reference. The Republic's shelf registration statement in the form it was declared effective currently includes undertakings identical to the undertakings set forth in Item 512(a)(l), (2) and (3) and Item 512(i)(l) and (2) of Regulation S-K. The undertakings included in the Republic's shelf registration statement, in the form in which it

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Office of International Corporate Finance was declared effective, obligating the Republic to file post-effective amendments (i) to include prospectuses required by Section 10(a)(3) ofthe Securities Act and (ii) to reflect in the Basic Prospectus any facts or events arising after the effective date of the Republic's shelf registration statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in such registration statement, will be modified so as not to apply if the information required is included in a report under the Exchange Act that has been incorporated by reference into the Republic's shelf registration statement. The agreement to provide legal opinions in posteffective amendments would be modified so as to permit the Republic to furnish such opinions by filing an amendment on Form 18K/ A to the Annual Report. As a result of the foregoing, except as required by the modified undertakings to be included in the Republic's shelf registration statement, the Republic would not be required to file annual post-effective amendments to its shelf registration statement under the Securities Act.
3. At the time when any registered securities are offered to the public, whether
on a delayed offering basis or as part of a continuous offering, the basic prospectus, together with a prospectus supplement and any issuer free-writing prospectus, would be delivered to all purchasers. Any material recent developments subsequent to the date of the basic prospectus or the most recent Annual Report, would either be included in (i) a subsequent Annual Report, or in a Form 18-K/A amendment, that is incorporated by reference into the basic prospectus or (ii) the prospectus supplement itself.
4. The Republic will amend its Annual Report through the use of Form 18-K/A
as often as is necessary to disclose material information contained in official budgetary, financial and statistical information or any other material information or developments . The Repub lic anticipates that the timing for the filing of such Annual Reports and such amendments will correspond to the periodic release of official budgetary, financial and statistical information which will provide the basis for the Annual Reports and amendments thereto. At present, it is expected that the Republic's Annual Reports typically would be filed no later than September of each year after the Republic's budgetary information for the previous year has become available, and that amendments would be filed on Form 18K/A at such other times as other material official budgetary, financial or statistical information, if any, may be released, and otherwise as necessary to reflect any other material developments.
5. The information and documents that, under current procedures, must be filed
by post-effective amendment at the time of an offering (the terms of the underwriting, any terms agreement, the list of names and addresses of the underwriters, an itemized list of expenses and legal opinions with respect to the securities) would instead be filed on, and incorporated into the shelf registration statement by means of an Annual Report or an amendment thereto on Form 18-K/A.
6. Upon offering any securities, the basic prospectus, prospectus supplement and
any issuer free-writing prospectus would be delivered to all purchasers of registered securities, and the Republic would, pursuant to the undertaking to be included in the basic prospectus, provide to each recipient of such basic prospectus, prospectus supplement and issuer free-writing prospectus who so requests, a copy of the most recent Annual Report, together with all exhibits and amendments thereto. If the Republic elects not to offer any securities in a given year, unless it chooses to do so, the Republic would not make an annual

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Office of International Corporate Finance public distribution ofthe Annual Report, or of the exhibits or amendments thereto, or ofthe basic prospectus to dealers or prospective investors as contemplated by the Releases. Benefits of Proposal We believe this proposal has several benefits to investors and to the Republic:
A. The Republic would be able to use shelf registration procedures more similar to those available to foreign private registrants eligible to use Form F-3 and Rule 415, in accordance with the policy underlying the Releases. B. Up-to-date information with respect to the Republic would be made available to investors in the United States by procedures that are significantly less burdensome and expensive than present procedures.
C. Since the Republic would have the most recently available information on file,
it would be in a position to access the United States markets at any time without undue effort or delay. T iming and Implementation As described above, the Republic currently has on file an effective registration statement on Schedule B (Registration No. 333-183920), including a Basic Prospectus with a full description of the Republic and its finances. The Republic desires to implement the proposal outlined in this letter as soon as possible by (i) filing with the Commission an Annual Report for the Republic's fiscal year ended December 31, 20 14, which would include any changes and any additional information described above that was previously included in the Basic Prospectus, (ii) filing a new shelf registration statement to provide for the changes to the Basic Prospectus described above and for the incorporation by reference of the Republic's most recent Annual Report and all amendments thereto filed on Form 18-K/A, and (iii) amending the undertakings in Part II of the Republic's new shelf registration statement accordingly. We believe that the procedures described herein are in accordance with previous interpretive letters issued by the Staff of the Division of Corporate Finance in a number of no-action letters. See,~. FMS Wertmanagement and the Federal Republic of Germany (available February 20, 2013); Council of Europe Development Bank (available April23, 20 10); Commonwealth of Australia (available January 11 , 2010); New South Wales Treasury Corporation (available September 15, 2009); Republic of Hungary (available September 27, 2007); Oesterreichische Kontrollbank Aktiengesellschaft and the Republic of Austria (available July 20, 2007); Republic of Uruguay (available March 8, 2005); Bolivarian Republic of Venezuela (available April28, 2004); Landwirtschaftliche RentenbankFederal Republic of Germany (available January 30, 2003); Financement- Quebec (available June 24, 2002); Government ofJamaica (available May 22, 2002); Republic ofltaly (available February 4, 2002); Republic ofTurkey (available October 19, 1999); Republic of South Africa (available October 4, 1999); Republic ofPanama (available March 25, 1998); Federative Republic of Brazil (available May 15, 1997); Republic of Colombia (available February 3, 1997); Queensland Treasury Corporation and State of Queensland (available October 24, 1996); European Investment Bank (available August 29, 1996); State oflsrael (available November 30, 1995); Republic of Argentina (available November 1, 1995); the Government ofVictoria and Treasury Corporation of Victoria (available June 23, 1995);

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Offic e of Intern ational Corporate Financ e
Nordic Investment Bank (availabl e June 2 1, 1995); Commonwealth of Australia and the Australian Wheat Board (each available April4, 1995); Japan Development Bank, ExportImport Bank of Japan and Japan Finance Corporation (available August 3, 1994); Republic of Portugal (available July 22, 1994); Kreditanstalt fur Wiederaufbau and KfW International Finance Inc. (available July 18, 1994); Nacional Financiera, S.N.C. (available July 5, 1994); the United Mexican States (available February 25, 1994); the Province of Alberta (available November 12, 1993); the Province of Manitoba (available September 15, 1993); Ireland (available January 7, 1993); Her Majesty the Queen in Right ofNew Zealand (available December 22, 1992); Province of Ontario and Ontario Hydro (available May 7, 1992); the Province of British Columbia (available April 24, 1992); the Province of Saskatchewan (available May 26, 1992); Province de Quebec and Hydro Quebec (available November 6, 1991); the Province ofNew Brunswick (available July 18, 1991); and Canada and its crown corporations (available April 16, 1991 ). Conclusion For the reasons set forth above, we believe our proposal presents an efficient, cost-effective mechanism for updating the Republic's shelf registration statement. We therefore request permission for the Republic to file voluntarily with the Commission Annual Reports under the Exchange Act and amendments to such reports on Form 18-K/A, and to incorporate such filings by reference into the Republic's shelf registration statement, all as described above . If you have any questions or need any further information with respect to the matters set forth in this letter, please contact me at (212) 225-2208. c-J;34J Andres de la Cruz cc: Mr. Alberto Arenas de Mesa Minister of Finance of Chile Patricio Sepulveda Head of Public Debt Office Ms . Eloise Quarles Bavaria Securities and Exchange Commission Ms. Sandra Hunter Securities and Exchange Commission