UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.

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(Name of Issuer)

Series A Shares, without nominal (par) value

Series B Shares, without nominal (par) value

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(Title of Class of Securities)

Series A Shares: 833636103

Series B Shares: 833635105

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(CUSIP Number)

          

George Karafotias

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Telephone: (212) 848-4000

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

   

   

April 17, 2017

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(Date of Event Which Requires Filing of this Statement)

           

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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SCHEDULE 13D

                

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SCHEDULE 13D

 

SCHEDULE 13D

 

SCHEDULE 13D

 

SCHEDULE 13D

 

SCHEDULE 13D

 

SCHEDULE 13D

* See Item 6 below regarding spin-off of Potasios de Chile S.A. from Sociedad de Inversiones Pampa Calichera S.A., effective as of April 1, 2011.

 

SCHEDULE 13D

SCHEDULE 13D

 

SCHEDULE 13D

 

SCHEDULE 13D

 

SCHEDULE 13D

 

SCHEDULE 13D

 

SCHEDULE 13D

SCHEDULE 13D

 

SCHEDULE 13D

* Less than 1%.

 

SCHEDULE 13D

* Less than 1%

 

SCHEDULE 13D

* Less than 1%.

 

SCHEDULE 13D

*Less than 1%

SCHEDULE 13D

* Less than 1%.

 

                 

Item 1.

Security and Issuer

This Amendment No. 5 amends and restates in its entirety the Statement on Schedule 13D originally filed on February 15, 2005, as amended by Amendment No. 1, filed on August 3, 2006,  as amended and restated by Amendment No. 2, filed on February 2, 2007, as amended and restated by Amendment No. 3, filed on September 7, 2007, as amended and restated by Amendment No. 4, filed on November 29, 2007 (as so amended and restated, this “Statement”) and relates to the Series A common shares, without nominal value (“Series A Shares”) and the Series B common shares, without nominal value (“Series B Shares”), of Sociedad Quimica y Minera de Chile S.A., a company organized under the laws of Chile (“SQM”).  The principal executive offices of SQM are located at El Trovador 4285, piso 6, Las Condes, Santiago, Chile.  The purpose of this Amendment No. 5 is to: (i) reflect certain changes in the ownership structure of the Reporting Persons (as defined below), (ii) report purchases and sales of Series A Shares and Series B Shares by certain of the Reporting Persons and (iii) report the entry into of certain arrangements and contracts with respect to the Series A Shares and Series B Shares of SQM, including the Letter Agreement between the Cascadas Shareholders, PCS Shareholders and Kowa Shareholders (each as defined below).

Item 2.

Identity and Background

This Statement is being jointly filed by Inversiones Global Mining (Chile) Limitada (“Global Mining”), Global Mining Investment Inc., Agencia en Chile (“Global Mining Agencia”), Global Mining Investment Inc. (“Global Mining Inc.”), Calichera Caiman, Inc. (“Calichera Caiman”), Sociedad de Inversiones Pampa Calichera S.A. (“Pampa”), Sociedad de Inversiones Oro Blanco S.A. (“Oro”), Potasios de Chile S.A. (“Potasios”), Nitratos de Chile S.A. (“Nitratos”), Norte Grande S.A. (“Norte”), Inversiones SQYA Limitada (“SQYA”), Inversiones SQ Limitada (“SQ”), S.Q. Grand Corp. (“SQ Grand”), Pacific Atlantic International Holding Corporation (“Pacific Atlantic Holding”), The Pacific Trust (“Pacific Trust”), Mr. Julio Ponce Lerou (“Mr. Ponce Lerou”) (collectively, the “Ponce Lerou Reporting Persons”) and Inversiones La Esperanza (Chile) Ltda. (“La Esperanza (Chile)”), La Esperanza Delaware Corporation (“La Esperanza Delaware”), Kochi S.A. (“Kochi”), Kowa Company Ltd. (“Kowa”), and Mr. Yoshihiro Miwa (“Mr. Yoshihiro Miwa”) (collectively, the “Grupo Miwa Reporting Persons”).  A joint filing agreement has been filed jointly by the Ponce Lerou Reporting Persons and the Grupo Miwa Reporting Persons as Exhibit 1 to this Statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended.

Each of Global Mining, Global Mining Agencia, Global Mining Inc., Calichera Caiman, Pampa, Oro, Potasios, Nitratos, Norte, SQYA, SQ, SQ Grand, Pacific Atlantic Holding, Pacific Trust, Mr. Ponce Lerou, La Esperanza (Chile), La Esperanza Delaware, Kochi, Kowa, and Mr. Yoshihiro Miwa is individually a “Reporting Person” and are collectively the “Reporting Persons.”

Global Mining

Global Mining is a limited liability partnership (sociedad de responsabilidad limitada) organized under the laws of the Republic of Chile. The address of the principal office of Global Mining is El Trovador 4285, piso 11, Las Condes, Santiago, Republic of Chile. The principal business activity of Global Mining is to act as a holding company for the investment in SQM. As of the date of this Statement, Global Mining Agencia was the owner of substantially all of the limited liability partner interests of Global Mining.

Set forth on Schedule A to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer of Global Mining.

Global Mining Agencia

Global Mining Agencia is the Chilean branch (agencia) of Global Mining Inc., organized under the laws of the Republic of Chile. The address of the principal office of Global Mining Agencia is El Trovador 4285, piso 11, Las Condes, Santiago, Republic of Chile. The principal business activity of Global Mining Agencia is to act as a holding company for the investment in SQM.

 

Set forth on Schedule B to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Global Mining Agencia.

Global Mining Inc.

Global Mining Inc. is a corporation organized under the laws of the Republic of Panama. The address of the principal office of Global Mining Inc. is Calle 61 Este, Panama City, Republic of Panama. The principal business activity of Global Mining Inc. is to act as a holding company for the investment in SQM. Global Mining Inc. is a wholly-owned subsidiary of Calichera Caiman.

Set forth on Schedule C to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Global Mining Inc.

Calichera Caiman

Calichera Caiman is a corporation organized under the laws of the Republic of Panama. The address of the principal office of Calichera Caiman is Calle 61 Este, Panama City, Republic of Panama. The principal business activity of Calichera Caiman is to act as a holding company for the investment in SQM. As of the date of this Statement, Pampa was the owner of record of approximately 99.99% of the outstanding share capital of Calichera Caiman.

Set forth on Schedule D to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Calichera Caiman.

Pampa

Pampa is a corporation (sociedad anonima) organized under the laws of the Republic of Chile. The address of the principal office of Pampa is El Trovador 4285, piso 11, Las Condes, Santiago, Republic of Chile. The principal business activity of Pampa is to act as a holding company for the investment in SQM. As of the date of this Statement, Oro was the owner of record of approximately 88.64% of the outstanding share capital of Pampa and Potasios was the owner of record of approximately 10.07% of the outstanding share capital of Pampa.

Set forth on Schedule E to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Pampa.

Oro

Oro is a corporation (sociedad anonima) organized under the laws of the Republic of Chile. The address of the principal office of Oro is El Trovador 4285, piso 11, Las Condes, Santiago, Republic of Chile. The principal business activity of Oro is to act as a holding company for the investment in SQM. As the date of this Statement, Norte is the owner of record of approximately 76.82% of the outstanding share capital of Oro.

Set forth on Schedule F to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Oro.

 

 

Potasios

Potasios is a corporation (sociedad anonima) organized under the laws of the Republic of Chile. The address of the principal office of Potasios is El Trovador 4285, piso 11, Las Condes, Santiago, Republic of Chile. The principal business purpose of Potasios is to act as a holding company for the investment in SQM. As of the date of this Statement, Nitratos is the owner of record of approximately 98.89% of the outstanding share capital of Potasios.

Set forth on Schedule G to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Potasios.

Nitratos

Nitratos is a corporation (sociedad anonima) organized under the laws of the Republic of Chile. The address of the principal office of Nitratos is El Trovador 4285, piso 11, Las Condes, Santiago, Republic of Chile. The principal business purpose of Nitratos is to act as a holding company for the investment in SQM. As of the date of this Statement, Norte is the owner of record of approximately 76.34% of the outstanding share capital of Nitratos.

Set forth on Schedule H to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Nitratos.

Norte

Norte is a corporation (sociedad anonima) organized under the laws of the Republic of Chile. The address of the principal office of Norte is El Trovador 4285, piso 11, Las Condes, Santiago, Republic of Chile. The principal business activity of Norte is to act as a holding company for the investment in SQM. As the date of this Statement, SQYA is the owner of record of approximately 67.59% of the outstanding share capital of Norte.

Set forth on Schedule I to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Norte.

SQYA

SQYA (formerly Inversiones SQYA S.A.) is a limited liability partnership (sociedad de responsabilidad limitada) organized under the laws of the Republic of Chile. The address of the principal office of SQYA is Campos de Deportes 780, Ñuñoa, Santiago, Republic of Chile. The principal business activity of SQYA is to act as a holding company for the investment in SQM. As of the date of this Statement, SQ is the owner of record of approximately 99.99% of the outstanding share capital of SQYA.

Set forth on Schedule J to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer of SQYA.

SQ

SQ (formerly Inversiones SQ S.A.) is a limited liability partnership (sociedad de responsabilidad limitada) organized under the laws of the Republic of Chile. The address of the principal office of SQ is Campos de Deportes 780, Ñuñoa Santiago, Republic of Chile. The principal business purpose of SQ is to serve as a holding company for the investment in SQM. As of the date of this Statement, SQ Grand is the owner of substantially all of the outstanding share capital of SQ.

 

 

Set forth on Schedule K to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer of SQ.

SQ Grand

SQ Grand is a corporation organized under the laws of the Republic of Panama. The address of the principal office of SQ Grand is Avenue Samuel Lewis y Calle 54 Este, Panama City, Republic of Panama. The principal business activity of SQ Grand is to serve as a holding company for the investment in SQM. As of the date of this Statement, Pacific Atlantic Holding is the owner of record of 100% of the outstanding share capital of SQ Grand.

Set forth on Schedule L to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of SQ Grand.

Pacific Atlantic Holding

Pacific Atlantic Holding is a corporation organized under the laws of the Republic of Panama. The address of the principal office of Pacific Atlantic Holding is Avenue Samuel Lewis y Calle 54 Este, Panama City, Republic of Panama. The principal business activity of Pacific Atlantic Holding is to act as a holding company for the investment in SQM. As of the date of this Statement, Pacific Trust is the owner of record of 100% of the outstanding share capital of Pacific Atlantic Holding.

Set forth on Schedule M to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Pacific Atlantic Holding.

Pacific Trust

Pacific Trust is formed under the laws of the British Virgin Islands. The address of the principal office of Pacific Trust is care of Alfaro, Ferrer & Ramirez (BVI) at The Lake Building, 1st Floor, Road Town, Tortola, British Virgin Islands. Pacific Trust has no assets or operations other than holding the shares of Pacific Atlantic Holding. Alfaro, Ferrer & Ramirez (BVI) is the trustee of Pacific Trust. Mr. Ponce Lerou has the power to direct the administration of Pacific Trust.

Mr. Ponce Lerou

Mr. Ponce Lerou is a citizen of the Republic of Chile. He resides at Luis Carrera No. 2700-A, Apartment 403, Vitacura, Santiago, Chile.

La Esperanza (Chile)

La Esperanza (Chile) is a limited liability partnership (sociedad de responsabilidad limitada) organized under the laws of the Republic of Chile. The address of the principal office of La Esperanza (Chile) is Avenida Apoquindo 3472, of 1201, Santiago, Chile.  The principal business activity of La Esperanza (Chile) is to act as a holding company for the investment in SQM. As of the date of this Statement, La Esperanza Delaware is the owner of substantially all of the outstanding share capital of La Esperanza (Chile).

 

 

Set forth on Schedule N to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of La Esperanza (Chile).

La Esperanza Delaware

La Esperanza Delaware is a corporation organized under the laws of Delaware. The address of the principal office of La Esperanza Delaware is 55 East 59th Street, Suite 19A, New York, New York 10022.  The principal business activity of La Esperanza Delaware is to act as a holding company for investment purposes. La Esperanza Delaware is a wholly-owned subsidiary of Kowa.

Set forth on Schedule O to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of La Esperanza Delaware.

Kochi

Kochi is a corporation (sociedad anonima) organized under the laws of the Republic of Chile. The address of the principal office of Kochi is Avenida Apoquindo 3472, of 1201, Santiago, Republic of Chile. The principal business activity of Kochi is to serve as a holding company for investment purposes. As of the date of this Statement, Kowa is the owner of substantially all of the outstanding share capital of Kochi.

Set forth on Schedule P to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Kochi.

Kowa

Kowa is a corporation, organized under the laws of Japan.  The address of the principal office of Kowa is 6-29, Nishiki 3-Chome, Naka-ku, Nagoya, Japan.  The principal business activity of Kowa is to act as a holding company for investment purposes. Kowa is directly owned and controlled by Mr. Yoshihiro Miwa.

Set forth on Schedule Q to this Statement, and incorporated herein by reference, is the (a) name, (b) business address, (c) present principal occupation or employment and the name of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship of each executive officer and director of Kowa.

Mr. Yoshihiro Miwa

Mr. Yoshihiro Miwa is a citizen of Japan. He resides at 6-29, Nishiki 3-Chome, Naka-ku, Nagoya, Japan.  Mr. Yoshihiro Miwa serves as President of Kowa.

Mr. Takayasu Miwa was a Reporting Person in the Statement filed on November 27, 2007. Effective January 14, 2013, Mr. Takayasu Miwa ceased to be the chairman of Kowa and as a result Mr. Takayasu Miwa ceased to be a Reporting Person.  This Amendment No. 5 constitutes the exit filing for Mr. Takayasu Miwa.

 

During the last five years, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons listed on Schedules A through Q to this Statement has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or, except as disclosed below, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

On September 2, 2014, the Chilean regulator of the securities and insurances market (the Superintendencia de Valores y Seguros or the “SVS”) sanctioned Mr. Aldo Motta Camp with a fine of 600,000 Unidades de Fomento (approximately Ch$14,463,912,000 on such date) for alleged infringements of the Chilean Corporations Act (Law No 18,046) (the “Chilean Corporations Act”) and the Chilean Securities Act (Law No 18,045) (the “Chilean Securities Act”) for actions that Mr. Motta would have taken during 2010 and 2011 while he was serving as General Manager of Oro Blanco, Pampa and Norte Grande.

Mr. Motta has contested the legality of such sanction through a civil proceeding (acción de reclamación de multa) being heard at the Fifteenth Civil Court of Santiago, Chile.

On the same date, the SVS sanctioned Mr. Patricio Contesse Fica with a fine of 60,000 Unidades de Fomento (approximately Ch$1,446,391,200 on the such date), for alleged infringements of the Chilean Corporations Act for actions that Mr. Contesse would have taken in 2011 when he was serving as General Manager of Potasios.

Mr. Contesse has contested the legality of such sanctions through a civil proceeding (acción de reclamación de multa) being heard at the Second Civil Court of Santiago, Chile.

On the same date, the SVS sanctioned Mr. Julio Ponce Lerou with a fine of 1,700,000 Unidades de Fomento (approximately Ch$40,981,084,000 on such date) for alleged infringements of the Chilean Corporations Act and the Chilean Securities Act for actions that Mr. Ponce Lerou would have taken during 2010 and 2011 when he was serving as Chairman of the Boards of Directors of Oro, Pampa and Norte Grande and for actions that Mr. Ponce Lerou would have taken during 2011 when he was serving as Chairman of the Board of Directors of Potasios. .

Mr. Ponce Lerou has contested the legality of such sanctions through a civil proceeding (acción de reclamación de multa) being heard at the Eighteenth Civil Court of Santiago, Chile.

On September 30, 2015, the SVS sanctioned Mr. Patricio Contesse Fica with a fine of 1,000 Unidades de Fomento (approximately Ch$25.346.890 on such date) for alleged infringements of the Chilean Corporations Act and the Chilean Securities Act for actions that Mr. Contesse would have taken in 2015 when he was serving as director of SQM.

Mr. Contesse has contested the legality of such sanctions through a civil proceeding (acción de reclamación de multa) being heard at the Second Civil Court of Santiago, Chile.

On the same date, the SVS sanctioned Mr. Julio Ponce Lerou with a fine of 1,000 Unidades de Fomento (approximately Ch$25.346.890 on such date) for alleged infringements of the Chilean Corporations Act and the Chilean Securities Act for actions that Mr. Ponce Lerou would have taken in 2015 when he was serving as the Chairman of the Board of Directors of SQM.

Mr. Ponce Lerou has contested the legality of such sanctions through a civil proceeding (acción de reclamación de multa) being heard at the Eighteenth Civil Court of Santiago, Chile.

Item 3.

Source and Amount of Funds or Other Consideration

Ponce Lerou Reporting Persons

On December 21, 2004, Pampa acquired 6,000,000 Series A Shares on the Chilean Stock Exchange for an aggregate purchase price of Ch$24,006,000,000. Yara loaned Pampa the funds necessary to complete the acquisition. In order to secure the loan from Yara, Pampa issued notes to Yara in the amount of US$43,000,000 (the “Notes”). On January 10, 2005, Pampa repaid Yara the full amount due under the Notes with the proceeds of a loan from Banco BCI.  On May 30, 2006, Pampa repaid Banco BCI US$3,000,000 and on February 14, 2007, with proceeds from notes issued by SQYA to Banco BCI, repaid Banco BCI the remaining US$40,000,000.

 

 

On January 14, 2005, SQYA acquired 6,145,092 Series A Shares on the Chilean Stock Exchange for an aggregate purchase price of Ch$24,592,658,184. Yara and Banco BCI loaned SQYA the funds necessary to complete the acquisition. In order to secure the loans from Yara and Banco BCI, SQYA issued notes to Yara and Banco BCI in the amounts of US$30,000,000 and US$20,000,000, respectively. The notes issued to Yara mature on December 21, 2015 and accrue interest at an annual rate of 6.65%. The notes issued to Banco BCI mature on May 30, 2011 and accrue interest at an annual rate of 6.40%.  On March 6, 2007, SQYA repaid the amount under the notes issued to Yara and on February 14, 2007, repaid US$8,900,000 in principal under the notes issued to Banco BCI.

                   

Pampa originally acquired ownership of 53,557,332 Series A Shares prior to SQM’s registration with the Securities Exchange Commission with funds received from bank loans and capital contributions of its affiliates.

On June 4, 2006, Pampa initiated a tender offer in Chile for Series B Shares. The tender offer was consummated on July 3, 2006, and in connection with the tender offer Pampa acquired 6,207,539 Series B shares for an aggregate purchase price of Ch$35,072,595,350. The source of funds for the acquisition of shares include (i) affiliate contributions in the amount of Ch$13,602,595,350; (ii) a loan from Banco Santander Santiago in the amount of US$30,000,000, which was repaid on February 14, 2007; (iii) a loan from Banco BCI in the amount of US$6,500,000, which was repaid on February 14, 2007 and (iv) a loan from Banco Corpbanca in the amount of US$6,500,000, which was repaid on February 14, 2007.

On various dates from November 8, 2006 to December 20, 2006, Pampa purchased on the open market 7,758,446 Series B Shares for an aggregate purchase price of Ch$55,507,557,750.  The source of funds for the acquisition of these shares was (i) a loan from Banco Santander Santiago in the amount of US$14,495,000, which was repaid on February 14, 2007; (ii) a loan from BCI in the amount of US$8,500,000, which was repaid on February 14, 2007; (iii) a loan from Banco Scotiabank in the amount of US$30,000,000, which was repaid on February 14, 2007, (iv) a loan from Banco Corpbanca in the amount of US$24,256,000, which was repaid on February 14, 2007 and (v) a capital increase on December 12, 2006 which raised approximately US$37,600,000 of which US$27,749,000 was used for the acquisition of shares.  

On March 20, 2007, on the Chilean Stock Exchange SQYA sold 5,535,000 Series A Shares for an aggregate purchase price of Ch$41,057,161,283 and Pampa acquired 5,500,000 Series A Shares for an aggregate price of Ch$41,041,733,063.  Pampa’s source of funds for this acquisition was its February 17, 2007 issuance of US$250,000,000 7.75% Senior Secured Notes due 2022 (the “Senior Notes”).  Interest on the Senior Notes will be paid semi-annually in arrears on February 14 and August 14 of each year, beginning August 14, 2007.  The principal will be repaid in five equal installments of 20% of the original principal amount on February 14, 2018, February 14, 2019, February 14, 2020, February 14, 2021 and February 14, 2022.  

On May 8, 2007, Mr. Ponce Lerou sold 17,026 Series A Shares for an aggregate amount of Ch$150,341,283.  On May 17, 2007, SQYA sold and Global Mining purchased on the Chilean Stock Exchange 610,092 Series A Shares for an aggregate amount of Ch$5,402,974,752. Global Mining’s source of funds for this purchase was cash dividends paid on the Series A Shares it holds.

On May 30, 2007 and May 31, 2007, Global Mining purchased on the Chilean Stock Exchange 102,122 Series A Shares and 209,494 Series A Shares, respectively.  The aggregate price for these shares were Ch$8,850 and Ch$8,900, respectively.  Global Mining’s source of funds for these purchases was cash dividends paid on the Series A Shares it holds.

On June 1, 2007 and June 4, 2007, Pampa sold on the Chilean Stock Exchange 50,567 Series B Shares and 137,166 Series B Shares, respectively. The proceeds from these sales were Ch$435,056,259 and Ch$1,187,453,463, respectively.  

On July 26, 2007, Pampa sold on the Chilean Stock Exchange 2,300,000 Series B Shares for an aggregate amount of Ch$18,329,896,000.  On that same date, Global Mining purchased on the Chilean Stock Exchange 2,300,000 Series A Shares for an aggregate purchase price of Ch$22,166,043,000.  The source of funds for this purchase was the proceeds from the sale by Pampa of the 2,300,000 Series B Shares and proceeds from the issuance of the Senior Notes.

 

 

As described in Schedule R, on various dates from August 1, 2007 to August 20, 2007, Global Mining purchased on the Chilean Stock Exchange 3,453,755 Series A Shares for an aggregate purchase price of Ch$35,859,600,744. Global Mining’s source of funds for these purchases was cash dividends paid on the Series A Shares it holds.

As described in Schedule S, on various dates from August 24, 2007 to September 4, 2007, Pampa purchased on the Chilean Stock Exchange 1,011,840 Series B Shares for an aggregate purchase price of Ch$8,354,641,755. Pampa’s source of funds for these purchases was cash dividends paid on the Series A Shares and Series B Shares it holds and capital contributions from its affiliates.  

As described in Schedule T, on various dates from October 12, 2007 to October 23, 2007, Pampa sold on the Chilean Stock Exchange 500,000 Series B Shares for an aggregate selling price of Ch$4,791,349,223.

On November 12, 2007 and November 19, 2007, Pampa purchased on the Chilean Stock Exchange 324,992 Series B Shares and 175,008 Series B Shares for an aggregate purchase price of Ch$2,819,305,600 and Ch$1,513,801,699, respectively. Pampa’s source of funds for these purchases was the proceeds from the liquidation of financial instruments owned by Pampa.

As described in Schedule U, on various dates from March 28, 2008 to April 9, 2008, Pampa sold on the Chilean Stock Exchange 850,000 Series B Shares for an aggregate selling price of Ch$9,664,077,397.

On May 22, 2008, Pampa purchased on the Chilean Stock Exchange 850,000 Series B Shares for an aggregate purchase price of Ch$13,549,280,500. Pampa’s source of funds for this purchase was the proceeds from the liquidation of financial instruments owned by Pampa.

As described on Schedule V, on various dates from October 28, 2009 to December 21, 2009, Pampa purchased on the Chilean Stock Exchange 4,017,543 Series B Shares for an aggregate purchase price of Ch$78,190,800,498. Pampa’s source of funds for these purchases was the proceeds from the liquidation of financial instruments owned by Pampa. As described on Schedule V, on various dates from October 14, 2009 to January 14, 2010, Pampa sold on the Chilean Stock Exchange 9,290,506 Series B Shares for an aggregate selling price of Ch$182,909,850,748.

From March 22, 2010 to March 25, 2010, Pampa purchased on the Chilean Stock Exchange 2,300,000 Series B Shares for an aggregate purchase price of Ch$46,020,151,000. Pampa’s source of funds for these purchases was the proceeds from the liquidation of financial instruments owned by Pampa.

On March 30, 2010, Pampa sold on the Chilean Stock Exchange 1,900,000 Series B Shares for an aggregate selling price of Ch$37,818,493,000.

On various dates from April 9, 2010 to May 6, 2010, Pampa purchased on the Chilean Stock Exchange 2,526,645 Series B Shares for an aggregate purchase price of Ch$48,568,162,087. Pampa’s source of funds for these purchases was the proceeds from the liquidation of financial instruments owned by Pampa. On April 20, 2010 and April 28, 2010, Pampa sold on the Chilean Stock Exchange 500,000 Series B Shares and 1,000,000 Series B Shares for an aggregate selling price of Ch$9,765,000,000 and Ch$18,939,000,000, respectively.

From August 3, 2010 to August 6, 2010, Pampa sold on the Chilean Stock Exchange 140,000 Series B Shares for an aggregate selling price of Ch$2,811,073,850.

On September 13, 2010, September 23, 2010 and September 30, 2010, Pampa purchased on the Chilean Stock Exchange 400,000 Series B Shares for an aggregate purchase price of Ch$2,310,100,000, Ch$4,734,000,000 and Ch$2,352,511,000, respectively. Pampa’s sources of funds for these purchases were: (i) for the September 13, 2010 purchase, the repayment of an intercompany loan repaid by Global Mining and (ii) for the September 23, 2010 and September 30, 2010 purchases, the proceeds from the liquidation of financial instruments owned by Pampa.

 

 

As described in Schedule W, on various dates from October 6, 2010 to January 3, 2011, Norte purchased on the Chilean Stock Exchange 1,278,178 Series B Shares for an aggregate purchase price of Ch$32,658,867,658. Norte’s sources of funds for these purchases were the proceeds from the sale of Oro shares owned by Norte and the proceeds from the liquidation of financial instruments owned by Norte.

On December 23, 2010, Oro purchased on the Chilean Stock Exchange 2,500,000 Series A Shares for an aggregate purchase price of Ch$67,367,350,000. Oro’s sources of funds for this purchase were bank overdraft lines of credit contracted by Oro. On the same date, Pampa sold on the Chilean Stock Exchange 2,500,000 Series A Shares for an aggregate selling price of Ch$67,367,350,000. On December 24, 2010, Oro sold on the Chilean Stock Exchange 2,500,000 Series A Shares for an aggregate amount of Ch$69,500,000,000. On the same date, Pampa purchased on the Chilean Stock Exchange 2,503,721 Series A Shares for an aggregate price of Ch$69,602,317,126. Pampa’s sources of funds for this purchase were the proceeds from the sale by Pampa of Series A Shares and from the liquidation of financial instruments owned by Pampa.

On January 5, 2011, Pampa purchased on the Chilean Stock Exchange 143,000 Series B Shares for an aggregate purchase of Ch$4,039,545,510. Pampa’s sources of funds for this purchase were the repayment of an intercompany loan repaid by Global Mining.

On January 14, 2011, Oro purchased on the Chilean Stock Exchange 2,500,000 Series A Shares for an aggregate purchase price of Ch$69,500,000,000. Oro’s sources of funds for this purchase were bank overdraft lines of credit contracted by Oro. On the same date, Pampa sold on the Chilean Stock Exchange 2,500,000 Series A Shares for an aggregate selling price of Ch$69,500,000,000. On January 17, 2011, Oro sold on the Chilean Stock Exchange 2,500,000 Series A Shares for an aggregate amount of Ch$69,625,000,000. On the same date, Pampa purchased on the Chilean Stock Exchange 2,500,000 Series A Shares for an aggregate price of Ch$69,500,000,000. Pampa’s sources of funds for this purchase were the proceeds from the sale by Pampa of Series A Shares and Pampa’s working capital.

On January 25, 2011 and January 26, 2011, Norte sold on the Chilean Stock Exchange 1,262,178 Series B Shares and 16,000 Series B Shares, respectively. The proceeds from these sales were Ch$33,069,202,440 and Ch$419,200,000, respectively.  

On February 9, 2011 and March 4, 2011, Pampa purchased on the Chilean Stock Exchange 2,865,154 Series B Shares and 486,651 Series B Shares for an aggregate purchase price of Ch$80,367,569,700 and Ch$13,313,661.796, respectively. Pampa’s sources of funds for these purchases were: (i) for the February 9, 2011 purchase, the proceeds from the liquidation of financial instruments owned by Pampa and an intercompany loan granted by SQ, and (ii) for the March 4, 2011 purchase, financing provided by the broker involved in the transaction.

On March 29, 2011, Oro purchased on the Chilean Stock Exchange 5,000,000 Series A Shares for an aggregate price of Ch$135,692,500,000. Oro’s sources of funds for this purchase were an intercompany loan granted by Pampa and Oro’s working capital. On the same date, Global Mining sold on the Chilean Stock Exchange 5,000,000 Series A Shares for an aggregate amount of Ch$135,500,000,000.

On August 17, 2011, the shareholders of Pampa approved the division of Pampa, resulting in the creation and spin-off of Potasios, with legal effect from April 1, 2011. Pursuant to this decision, shareholders of Pampa received shares of Potasios pro rata to their interests in Pampa. The principal business purpose of Potasios is to act as a holding company for the investment in SQM. As part of the spin-off, on August 17, 2011 Pampa transferred 13,179,147 Series A Shares and 156,780 Series B Shares to Potasios.

On October 20, 2011, Potasios purchased on the Chilean Stock Exchange 5,000,000 Series A Shares for an aggregate purchase price of Ch$145,000,000,000. Potasios’ source of funds for this purchase was the repayment of an intercompany loan by Oro and Potasios’ working capital. On the same date, Oro sold on the Chilean Stock Exchange 5,000,000 Series A Shares for an aggregate amount of Ch$145,000,000,000.

 

 

From January 28, 2013 through January 30, 2013, Potasios sold on the Chilean Stock Exchange 156,780 Series B Shares for an aggregate amount of Ch$4,205,435,711.

On various dates from April 26, 2013 to May 17, 2013, Pampa sold on the Chilean Stock Exchange 2,444,475 Series B Shares for an aggregate selling price of Ch$56,819,206,786.

On various dates from July 9, 2013 to August 5, 2013, Pampa sold on the Chilean Stock Exchange 2,539,636 Series B Shares for an aggregate selling price of Ch$46,447,166,863.

On December 9, 2013 and December 10, 2013, Pampa sold on the Chilean Stock Exchange 200,000 Series B Shares and 50,000 Series B Shares for an aggregate selling price of Ch$2,509,560,000 and Ch$628,488,500, respectively.

On various dates from April 14, 2014 to April 25, 2014, Pampa purchased on the Chilean Stock Exchange 25,375 Series A Shares for an aggregate purchase price of Ch$448,193,954. Pampa’s source of funds for these purchases was the proceeds from the liquidation of financial instruments owned by Pampa.

On July 8, 2014, July 29, 2014 and September 26, 2014, Pampa purchased on the Chilean Stock Exchange 12,000 Series A Shares, 7,326 Series A Shares and 4,499 Series A Shares for an aggregate purchase price of Ch$199,800,000, Ch$117,019,736 and Ch$69,879,143, respectively. Pampa’s source of funds for these purchases was the proceeds from the liquidation of financial instruments owned by Pampa.

On various dates from March 2, 2015 to April 9, 2015, Pampa purchased on the Chilean Stock Exchange 19,748 Series A Shares and 298,544 Series B Shares for an aggregate purchase price of Ch$308,820,853 and Ch$3,447,384,963, respectively. Pampa’s source of funds for these purchases was the proceeds from the liquidation of financial instruments owned by Pampa.
           

On March 20, 2015, Pampa sold on the Chilean Stock Exchange 298,544 Series B Shares for an aggregate selling price of Ch$3,602,646,511.

As described in Schedule X, on various dates from July 7, 2015 to August 11, 2015, Pampa purchased on the Chilean Stock Exchange 42,263 Series A Shares for an aggregate purchase price of Ch$660,979,228. Pampa’s source of funds for these purchases was the proceeds from the liquidation of financial instruments owned by Pampa.

As described in Schedule Y, on various dates from September 1, 2015 to October 15, 2015, Pampa purchased on the Chilean Stock Exchange 10,752 Series A Shares for an aggregate purchase price of Ch$175,871,767. Pampa’s source of funds for these purchases was the proceeds from the liquidation of financial instruments owned by Pampa.

On December 29, 2015, Pampa purchased on the Chilean Stock Exchange 767 Series A Shares for an aggregate purchase price of Ch$13,984,351. Pampa’s source of funds for this purchase was the proceeds from the liquidation of financial instruments owned by Pampa.

From January 12, 2016 to January 14, 2016, Pampa purchased on the Chilean Stock Exchange 600 Series A Shares for an aggregate purchase price of Ch$10,947,355. Pampa’s source of funds for these purchases was the proceeds from the liquidation of financial instruments owned by Pampa.

On various dates from February 2, 2016 to February 15, 2016, Pampa purchased on the Chilean Stock Exchange 5,621 Series A Shares for an aggregate purchase price of Ch$97,355,924. Pampa’s source of funds for these purchases was the proceeds from the liquidation of financial instruments owned by Pampa.

On various dates from March 7, 2016 to April 8, 2016, Pampa purchased on the Chilean Stock Exchange 4,193 Series A Shares for an aggregate purchase price of Ch$71,004,931. Pampa’s source of funds for these purchases was the proceeds from the liquidation of financial instruments owned by Pampa.

 

 

On April 27, 2016, May 23, 2016 and June 1, 2016, Pampa purchased on the Chilean Stock Exchange 400 Series A Shares, 31 Series A Shares and 1,747 Series A Shares for an aggregate purchase price of Ch$7,040,000, Ch$530,100 and Ch$30,038,704, respectively. Pampa’s source of funds for these purchases was the proceeds from the liquidation of financial instruments owned by Pampa.

Grupo Miwa Reporting Persons

On August 4, 1987 and April 6, 1999, Kochi acquired 714,084 Series A Shares and 50,000 Series B Shares, respectively.  On various dates from June 10, 1994 to May 17, 1998, Inversiones La Esperanza (Chile) acquired 3,589,387 Series A Shares.  On April 7, 1999 La Esperanza Delaware acquired 207,550 Series A Shares.  On August 22, 2000, Kowa acquired 781,429 Series A Shares. The source of the funds for these purchases was working capital of Kochi, Inversiones La Esperanza (Chile) and La Esperanza Delaware.

On November 26, 2008, June 3, 2009 and November 3, 2014 Inversiones La Esperanza (Chile) acquired 54,590, 50,000 and 17,621 Series A Shares, respectively, for an aggregate total of 122,211 Series A Shares. The source of funds for these purchases was working capital of Inversiones La Esperanza (Chile).

On March 12, 2010, La Esperanza Delaware acquired 20,000 Series A Shares. The source of funds for this purchase was working capital of Inversiones La Esperanza (Chile).

On May 16, 2012 and August 8, 2013, Kochi acquired 8,153 and 14,820 Series A Shares, respectively, for an aggregate total of 22,973 Series A Shares. The source of funds for these purchases was working capital of Kochi.

On June 18, 2015, Inversiones La Esperanza (Chile) acquired 46,500 Series B Shares. The source of funds for this purchase was working capital of Inversiones La Esperanza (Chile).

Item 4.

Purpose of Transaction

The Reporting Persons undertook the purchases and sales of Series A and Series B Shares listed above in Item 3 in order to increase their interest in SQM and for investment purposes.

Pampa purchased the Series B Shares on July 3, 2006 in order to increase Mr. Ponce Lerou’s indirect combined ownership in SQM to over 25% for investment purposes so that he would be deemed, solely for purposes of Chilean law, as a “controlling shareholder” under Articles No. 97 and No. 99 of the Chilean Securities Market Law. The acquisition by Pampa of the Series B Shares, however, did not materially affect the Ponce Lerou Reporting Persons’ control rights over SQM since the Series B Shares have limited voting rights (holders of Series B Shares elect one of eight members of the Board of Directors (the “Series B Director”) and vote together with the Series A Shares on other matters).  Although being deemed as a “controlling shareholder” for purposes of Chilean law does not provide additional control rights, it does result, under Chilean corporate law, in the “controlling shareholder” not being required to extend a mandatory public tender offer upon subsequent purchases of securities of the Company.

Pampa purchased additional Series B Shares for investment purposes on the open market on various dates ranging from November 8, 2006 to December 20, 2006, and on December 22, 2006, entered into the Kowa Shareholders Agreement, as described in Item 6 hereof, in order to maintain Mr. Ponce Lerou’s position of “controlling shareholder” under Articles No. 97 and No. 99 of the Chilean Securities Market Law.  For the reasons described in the preceding paragraph, these transactions did not materially affect the Reporting Persons’ control rights over SQM.  The Reporting Persons’ combined ownership of 11.64% of the Series B Shares does not allow them to materially influence the election of the Series B Director and their increased ownership, on a combined basis, of Series A and Series B Shares from 27.33% (in the case of the Ponce Lerou Reporting Persons) to 32.30% does not materially increase their voting power with respect to other matters.  

The March 20, 2007 sale of Series A Shares by SQYA on the open market and the corresponding open market purchase of Series A Shares by Pampa on that date were for investment purposes.  The May 8, 2007 sale of Series A Shares by Mr. Ponce Lerou on the open market was for investment purposes.  

 

 

The May 17, 2007 sale of Series A Shares by SQYA on the open market and the corresponding open market purchase of Series A Shares by Global Mining on that date were for investment purposes.  The May 30, 2007 and May 31, 2007 purchases of Series A Shares by Global Mining on the open market were for investment purposes.  The June 1, 2007, June 4, 2007 and July 26, 2007 sales of Series B Shares by Pampa on the open market were for investment purposes. The open market acquisitions of Series A Shares by Global Mining on July 26, 2007 and between August 1, 2007 and August 20, 2007 and the open market acquisitions of Series B Shares by Pampa from August 24, 2007 to September 4, 2007, as well as the open market sales of Series B Shares by Pampa from October 12, 2007 to October 23, 2007 were also for investment purposes.

The November 12, 2007 and November 19, 2007 open market purchases by Pampa of Series B Shares were for investment purposes. The open market sales from March 28, 2008 to April 9, 2008 of Series B Shares by Pampa were for investment purposes.  The May 22, 2009 purchase of Series B Shares by Pampa was for investment purposes. The open market purchases from October 28, 2009 to December 21, 2009 of Series B Shares by Pampa were for investment purposes. The open market sales from October 14, 2009 to January 14, 2010 of Series B Shares by Pampa were for investment purposes. The open market purchases from March 22, 2010 to March 25, 2010 by Pampa of Series B Shares were for investment purposes. The March 30, 2010 open market sale by Pampa of Series B Shares was for investment purposes. The open market purchases from April 9, 2010 to May 6, 2010 by Pampa of Series B Shares and the April 20, 2010 and April 28, 2010 open market sales by Pampa of Series B Shares were for investment purposes. The open market sales from August 3, 2010 to August 6, 2010 by Pampa of Series B Shares were for investment purposes. The September 13, 2010, September 23, 2010 and September 30, 2010 open market purchases by Pampa of Series B Shares were for investment purposes. The open market purchases from October 6, 2010 to January 3, 2011 by Norte of Series B Shares were for investment purposes. The December 23, 2010 purchase by Oro of Series A Shares and corresponding sale of Series A Shares by Pampa on the same date were for investment purposes. The December 24, 2010 sale by Oro of Series A Shares and corresponding purchase of Series A Shares by Pampa on the same date were for investment purposes.

The January 5, 2011 open market purchase of Series B Shares by Pampa was for investment purposes. The January 14, 2011 purchase by Oro of Series A Shares and corresponding sale by Pampa of Series A Shares on the same date were for investment purposes. The January 17, 2011 sale by Oro of Series A Shares and corresponding purchase by Pampa of Series A Shares on the same date were for investment purposes. The January 25, 2011 and January 26, 2011 open market sale by Norte of Series B Shares were for investment purposes. The February 9, 2011 and March 4, 2011 open market purchases by Pampa of Series B Shares were for investment purposes. The March 29, 2011 purchase by Oro of Series A Shares and the corresponding sale by Global Mining of Series A Shares on the same date was for investment purposes. The October 20, 2011 purchase by Potasios of Series A Shares and the corresponding sale by Oro of Series A Shares on the same date were for investment purposes. The open market sales by Potasios of Series B Shares from January 28, 2013 to January 30, 2013 were for investment purposes. The open market sales from April 26, 2013 to May 17, 2013 by Pampa of Series B Shares were for investment purposes. The open market sales from July 9, 2013 to August 5, 2013 by Pampa of Series B Shares were for investment purposes. The December 9, 2013 and December 10, 2013 open market sales by Pampa of Series B Shares were for investment purposes.

The open market purchases from April 14, 2014 to April 25, 2014 by Pampa of Series A Shares were for investment purposes. The July 8, 2014, July 29, 2014 and September 26, 2014 open market purchases by Pampa of Series A Shares were for investment purposes. The open market purchases from March 2, 2015 to April 9, 2015 by Pampa of Series B Shares were for investment purposes. The March 20, 2015 open market sale of Series B Shares by Pampa was for investment purposes. The open market purchases from July 7, 2015 to August 11, 2015 by Pampa of Series A Shares were for investment purposes. The open market purchases from September 1, 2015 to October 15, 2015 by Pampa of Series A Shares were for investment purposes. The December 29, 2015 open market purchase by Pampa of Series A Shares was for investment purposes. The open market purchases from January 12, 2016 to January 14, 2016 by Pampa of Series A Shares were for investment purposes. The open market purchases from February 2, 2016 to February 5, 2016 by Pampa of Series A Shares were for investment purposes. The open market purchases from March 7, 2016 to April 8, 2016 by Pampa of Series A Shares were for investment purposes. The April 27, 2016, May 23, 2016 and June 1, 2016 open market purchases by Pampa of Series A Shares were for investment purposes.

 

 

The August 4, 1987 and April 6, 1999 open market purchases by Kochi were for investment purposes.  The open market purchases from June 10, 1994 to May 17, 1998 by Inversiones La Esperanza (Chile) were for investment purposes.  The April 7, 1999 open market purchase by La Esperanza Delaware was for investment purposes.  The open market purchase on August 22, 2000 by Kowa was for investment purposes. The November 26, 2008, June 3, 2009 and November 3, 2014 open market purchases by Inversiones La Esperanza (Chile) were for investment purposes.  The March 12, 2010 open market purchase by La Esperanza Delaware was for investment purposes.  The May 16, 2012 and August 8, 2013 open market purchases by Kochi were for investment purposes. The June 18, 2015 open market purchase by Inversiones La Esperanza (Chile) was for investment purposes

 Each of the Reporting Persons intends to review its investment in SQM on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of SQM, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of SQM owned by it in the open market, in privately negotiated transactions, in one or more registered public offerings or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: SQM’s business and prospects; other developments concerning SQM and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and financial and stock market conditions, including the market price of the Series A and Series B Shares.

Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Schedule 13D of the Act.

Item 5.

Interest in Securities of the Issuer

(a)

Ponce Lerou Reporting Persons

Global Mining directly and beneficially owns 8,798,539 Series A Shares, which represent 6.16% of Series A Shares.  Global Mining Agencia, by virtue of its ownership and control of Global Mining, is deemed to beneficially own the 8,798,539 Series A Shares owned by Global Mining. Global Mining Inc., by virtue of its ownership and control of Global Mining Agencia, is deemed to beneficially own the 8,798,539 Series A Shares owned by Global Mining. Calichera Caiman, by virtue of its ownership and control of Global Mining Inc., is deemed to beneficially own the 8,798,539 Series A Shares owned by Global Mining.

Pampa directly owns 44,894,152 Series A Shares and, by virtue of its ownership and control of Calichera Caiman, is deemed to beneficially own the 8,798,539 Series A Shares owned by Global Mining.  Pampa’s aggregate beneficial ownership of 53,692,691 Series A Shares represents 37.59% of Series A Shares.  By virtue of its ownership and control of Pampa, Oro beneficially owns the 53,692,691 Series A Shares or 37.59% of Series A Shares, beneficially owned by Pampa.

Potasios directly and beneficially owns 18,179,147 Series A Shares, which represent 12.73% of Series A Shares.  Nitratos, by virtue of its ownership and control of Potasios, is deemed to beneficially own the 18,179,147 Series A Shares owned by Potasios.  

Norte, by virtue of its ownership and control of Oro and Nitratos, beneficially own the 53,692,691 Series A Shares or 37.59% of Series A Shares, beneficially owned by Pampa and the 18,179,147 Series A Shares or 12.73% of Series A Shares, beneficially owned by Potasios, for an aggregate beneficial ownership of 71,871,838 Series A Shares or 50.32% of Series A Shares.

 

 

SQYA by virtue of its ownership and control of Norte, is deemed to beneficially own the 71,871,838 Series A Shares beneficially owned by Norte. SQYA’s aggregate beneficial ownership of 71,871,838 Series A Shares represents 50.32% of Series A Shares. Each of SQ, SQ Grand, Pacific Atlantic Holding and Pacific Trust, by virtue of their direct or indirect ownership and control of SQYA, is deemed to beneficially own the 71,871,838 Series A Shares or 50.32% of Series A Shares beneficially owned by SQYA.

Mr. Ponce Lerou, by virtue of his ownership and control of Pacific Trust, is deemed to beneficially own the 71,871,838 Series A Shares beneficially owned by Pacific Trust. Mr. Ponce Lerou’s aggregate beneficial ownership of 71,871,838 Series A Shares represents 50.32% of Series A Shares.

By virtue of the Kowa Shareholders Agreement, the Reporting Persons may be deemed to constitute a group within the meaning of Section 13(d) of the Act. However, each of the Ponce Lerou Reporting Persons described above disclaim beneficial ownership of the 5,457,634 Series A Shares beneficially owned by the Grupo Miwa Reporting Persons.

Grupo Miwa Reporting Persons

Inversiones La Esperanza (Chile) directly and beneficially owns 3,711,598 Series A Shares, which represents 2.60% of the Series A Shares.  La Esperanza Delaware directly owns 227,550 Series A Shares and by virtue of its ownership and control of Inversiones La Esperanza (Chile), is deemed to beneficially own the 3,939,148 Series A Shares owned by Inversiones La Esperanza (Chile).  La Esperanza Delaware’s aggregate beneficial ownership of 3,939,148 Series A Shares represents 2.76% of the Series A Shares.  

Kowa directly owns 781,429 Series A Shares and by virtue of its ownership and control of La Esperanza Delaware, is deemed to beneficially own the 3,939,148 Series A Shares beneficially owned by La Esperanza Delaware.

Kochi directly and beneficially owns 737,057 Series A Shares.  Kowa by virtue of its ownership and control of Kochi is deemed to beneficially own the 737,057 Series A Shares beneficially owned by Kochi. Kowa’s aggregate beneficial ownership of 5,457,634 Series A Shares represents 3.82% of the Series A Shares.

Mr. Yoshihiro Miwa, by virtue of his direct ownership and control of Kowa, is deemed to beneficially own the 5,457,634 Series A Shares beneficially owned by Kowa, which represents 3.82% of the Series A Shares.

Each of the Grupo Miwa Reporting Persons described above disclaims beneficial ownership of the 71,871,838 Series A Shares beneficially owned by the Ponce Lerou Reporting Persons.

(b)

Ponce Lerou Reporting Persons

Global Mining has the shared power to vote or direct the vote, or dispose or direct the disposition of 8,798,539 Series A Shares. Potasios and Nitratos have the shared power to vote or direct the vote, or dispose or direct the disposition of 18,179,147 Series A Shares. Pampa and Oro have the shared power to vote or direct the vote, or dispose or direct the disposition of 53,692,691 Series A Shares. Norte, SQYA, SQ, SQ Grand, Pacific Atlantic Holding, Pacific Trust and Mr. Ponce Lerou have the shared power to vote or direct the vote, or dispose or direct the disposition of 71,871,838 Series A Shares.

None of the Ponce Lerou Reporting Persons has the sole power to vote or direct the vote, or to dispose or direct the disposition of their respective Series A Shares.

 

 

Grupo Miwa Reporting Persons

Inversiones La Esperanza (Chile) has the shared power to vote or direct the vote, or dispose or direct the disposition of 3,711,598 Series A Shares. La Esperanza Delaware has the shared power to vote or direct the vote, or dispose or direct the disposition of 3,939,148 Series A Shares.  Kochi has the shared power to vote or direct the vote, or dispose or direct the disposition of 737,057 of the Series A Shares.  Kowa and Mr. Yoshihiro Miwa have the shared power to vote or direct the vote, or dispose or direct the disposition of 5,457,634 Series A Shares.

None of the Grupo Miwa Reporting Persons has the sole power to vote or direct the vote, or to dispose or direct the disposition of their respective Series A Shares.

(c)

Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Series A Shares in the last 60 days.

(d)

To the best knowledge of the Reporting Persons, except as set forth in Item 6 below, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Series A Shares beneficially owned by the Reporting Persons.

(e)

Not applicable.

Ponce Lerou Reporting Persons

(a)

Pampa’s direct ownership of 7,007,688 Series B Shares represents 5.82% of Series B Shares. By virtue of their ownership and control of Pampa, each of Oro and Norte may be deemed to beneficially own the 7,007,688 Series B Shares or 5.82% of Series B Shares beneficially owned by Pampa.

By virtue of SQYA’s ownership and control of Norte, it is deemed to beneficially own the 7,007,688 Series B Shares beneficially owned by Norte. SQYA’s aggregate beneficial ownership of 7,007,688 Series B Shares represents 5.82% of the Series B Shares.  Each of SQ, SQ Grand, Pacific Atlantic Holding and Pacific Trust, by virtue of their direct or indirect ownership and control of SQYA, is deemed to beneficially own the 7,007,688 Series B Shares or 5.82% of Series B Shares beneficially owned by SQYA.

By virtue of Mr. Ponce Lerou’s ownership and control of Pacific Trust, he is deemed to beneficially own the 7,007,688 Series B Shares beneficially owned by Pacific Trust.  

By virtue of the Kowa Shareholders Agreement the Reporting Persons may be deemed to constitute a group within the meaning of Section 13(d) of the Act.  However, each of Pampa, Oro, Potasios, Nitratos, Norte, SQYA, SQ, SQ Grand, Pacific Atlantic Holding, Pacific Trust and Mr. Ponce Lerou, disclaim beneficial ownership of the 96,500 Series B Shares beneficially owned by Kowa.

Grupo Miwa Reporting Persons

Kochi directly and beneficially owns 50,000 Series B Shares, which represents less than 1% of the Series B Shares.  Kowa, by virtue of its ownership and control of Kochi, is deemed to beneficially own the 50,000 Series B Shares beneficially owned by Kochi.  

 

 

Inversiones La Esperanza (Chile) directly and beneficially owns 46,500 Series B Shares, which represents less than 1% of the Series B Shares. La Esperanza Delaware, by virtue of its ownership and control of Inversiones La Esperanza (Chile), is deemed to beneficially own the 46,500 Series B Shares beneficially owned by Inversiones La Esperanza (Chile). Kowa, by virtue of its ownership and control of La Esperanza Delaware, is deemed to beneficially own the 46,500 Series B Shares beneficially owned by La Esperanza Delaware.  

Mr. Yoshihiro Miwa, by virtue of his direct ownership and control of Kowa, may be deemed to beneficially own the 96,500 Series B Shares beneficially owned by Kowa.

Each of Kowa and Mr. Yoshihiro Miwa disclaim beneficial ownership of the 7,007,688 Series B Shares beneficially owned by Pampa.

(b)

Ponce Lerou Reporting Persons

Pampa, Oro, Norte, SQYA, SQ, SQ Grand, Pacific Atlantic Holding, Pacific Trust and Mr. Ponce Lerou have the shared power to vote or direct the vote, or dispose or direct the disposition of 7,007,688 Series B Shares.

None of the Ponce Lerou Reporting Persons has the sole power to vote or direct the vote, or to dispose or direct the disposition of their respective Series B Shares.

Grupo Miwa Reporting Persons

Kochi, Kowa and Mr. Yoshihiro Miwa have the shared power to vote or direct the vote, or dispose or direct the disposition of 96,500 Series B Shares.

None of the Grupo Miwa Reporting Persons has the sole power to vote or direct the vote, or to dispose or direct the disposition of their respective Series B Shares.

(c)

Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Series B Shares in the last 60 days.

(d)

To the best knowledge of the Reporting Persons, except as set forth in Item 6 below, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Series B Shares beneficially owned by the Reporting Persons.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

(a)

Shareholders Agreements

In order to set the terms and conditions governing their joint ownership of SQYA, Inversiones SQ Holding S.A. (“SQ Holding”) (predecessor entity of SQ) and Norsk Hydro Holland B.V. (“Norsk”) entered into the Shareholders Agreement of Inversiones SQNH S.A. (predecessor entity of SQYA) dated April 18, 2002 (the “Yara Shareholders Agreement”). Pursuant to the Yara Shareholders Agreement, SQ Holding and Norsk agree that Norsk, as the then-owner of 49% of the share capital of SQYA, had the right to designate at least one person to be elected to the boards of directors of Norte, Oro, Pampa and SQM.

 

 

SQ Holding and Norsk further agreed that any of their votes remaining after electing a person designated by Norsk to the boards of Norte, Oro, Pampa and SQM would be used to elect three directors designated by SQ Holding to the boards of Norte, Oro and Pampa and two directors designated by SQ Holding to the board of SQM. Under the Yara Shareholders Agreement, SQ Holding and Norsk further agreed that the president of SQM would always be designated by SQ Holding.

On September 15, 2004, Yara acquired Norsk’s interest in SQYA and assumed all of Norsk’s rights and obligations under the Yara Shareholders Agreement. On November 9, 2005, the shareholders of SQ Holding resolved to split SQ Holding into two companies, SQ Holding (surviving entity) and SQ (newly formed entity). SQ Holding’s 51% stake in SQYA was transferred to SQ.
             

On April 21, 2008, SQ and SQH S.A., both controlled by Mr. Julio Ponce Lerou, acquired from Yara Netherland B.V. the 49% shares of SQYA owned by Yara. Accordingly, Mr. Julio Ponce Lerou obtained indirect controlling interest of 100% of the shares of SQYA. As a result, as of April 21, 2008 the Yara Shareholders Agreement has been terminated and Yara is no longer a related company of SQM.

 

On December 21, 2006, Pampa and Kowa entered into a shareholders agreement (the “Kowa Shareholders Agreement”) which provides, among other things, that each party will vote its shares in SQM together on significant matters.  In addition, under the Kowa Shareholders Agreement Pampa granted Kowa tag-along rights with respect to certain sales of its SQM shares. The Kowa Shareholders Agreement was amended on April 3, 2008 to allow each of Pampa and Kowa to be able to vote their respective shares in their discretion in connection with the election of the members of the board of directors of SQM (the “First Amendment to the Kowa Shareholders Agreement”). A copy of the First Amendment to the Kowa Shareholders Agreement is attached as Exhibit 4 hereto and incorporated herein by reference. On March 17, 2009, Pampa and Kowa informed the SVS that they had agreed to disregard the provisions contained in the last two sentences of the final paragraph of clause 2.03 of the Kowa Shareholders Agreement.

            

On April 17, 2017, Pampa, Potasios and Global Mining (the “Cascadas Shareholders”), Kowa, La Esperanza (Chile), Kochi and La Esperanza Delaware (the “Kowa Shareholders”), and Inversiones el Boldo Limitada, Inversiones RAC Chile Limitada and Inversiones PCS Chile Limitada (the “PCS Shareholders”), signed a letter agreement (the “Letter Agreement”) with respect to certain corporate governance matters of SQM. Pursuant to the Letter Agreement, in the event that any member of the Board of Directors of SQM (the “Board”) elected by the Class A shareholders ceases to serve as such for any reason each of the parties will take all actions available to it to cause the Board to elect his or her successor (or any future successor that is nominated by another Board member) in accordance with the recommendation of the same party that elected the Board member that ceased to be a member. In addition, in the event that the member of the Board elected by the Class B shareholders ceases to serve as such for any reason, (a) none of the Cascadas Shareholders nor the Kowa Shareholders will vote any SQM shares or take any other action that affects the election of his successor or any future successor (the “Class B Successor”) and (b) each of the Cascadas Shareholders and the Kowa Shareholders will take all actions available to it to ensure that the Board does not approve any Class B Successor whose election was not approved by majority vote of the Class B shares (excluding any shares beneficially owned by any Cascadas Shareholders or Kowa Shareholders or as to which any Cascadas Shareholders or Kowa Shareholders has a proxy or exercises any voting control) or by the PCS Shareholders, as the case may be. In addition, for the term of the Board elected at the 2017 annual shareholders meeting, the Cascadas Shareholders, the Kowa Shareholders and the PCS Shareholders agreed that they will take all action available to them so that (1) no matter is approved by the Board unless it is affirmatively approved by at least five of the eight members of the Board and (2) the Chairman of the Board does not exercise a casting vote under the by-laws if there is a tie. The parties also agreed to support a dividend policy as set forth in Exhibit A to the Letter Agreement, which is attached as Exhibit 8 hereto and incorporated herein by reference.

                        

(b)

Pledge Agreement relating to the Senior Notes

 

On February 14, 2007, Pampa entered into a Share Pledge Agreement under Chilean law with Deutsche Bank Trust Company Americas (the “Trustee”) in connection with the issuance of the Senior Notes (as amended, the “Pledge Agreement”).  Pursuant to the Pledge Agreement, Pampa pledged to the Trustee, acting on behalf of the holders of the Senior Notes, a certain number of Series A Shares and Series B Shares to be held as collateral for the Senior Notes (the “Pledged Shares”). 

 

 

The Pledge Agreement grants the Trustee a first priority lien on such Pledged Shares. The Pledge Agreement contains a provision whereby the total amount of Pledged Shares is adjusted depending upon the fluctuations of the “Notes Collateralization Ratio.” The Notes Collateralization Ratio is a fraction: the numerator is the Fair Market Value (as defined in the Indenture) of the Pledged Shares on the Chilean Stock Exchange and the denominator is the total principal amount of the Senior Notes outstanding. As of the date of this Statement, the aggregate amount of Series A Shares pledged by Pampa under the Pledge Agreement is 22,199,950 and there are no Series B Shares pledged under the Pledge Agreement.

 

On December 4, 2008, Pampa entered into the First Supplemental Indenture and amended the Pledge Agreement in order to (i) increase the Fair Market Value of Series A or Series B shares of SQM required to be pledged to the Trustee from 2.0 times to 3.0 times of the total principal amount of Senior Notes outstanding, and (ii) change the ratios at which Series A or Series B shares were required to be pledged to the Trustee or may be released according to changes in Fair Market Value. A copy of the First Supplemental Indenture is attached as Exhibit 6 hereto and incorporated herein by reference.

           

On August 22, 2012, Pampa entered into the Second Supplemental Indenture and amended the Pledge Agreement in order to revise the mechanism for triggering the obligation of Pampa to pledge additional SQM shares to maintain a collateralization ratio of at least 3.0 (the “Minimum Collateralization Ratio”) if the Notes Collateralization Ratio remains below the Minimum Collateralization Ratio during a predefined period of time, as follows: (i) if the Notes Collateralization Ratio remains below the Minimum Collateralization Ratio of 3.0 but above the Notes Collateralization Ratio of 2.7 for a period of 60 consecutive days, Pampa will be required to pledge additional SQM Shares up to the Minimum Collateralization Ratio of 3.0 within 10 business days after becoming aware of such event, and (ii) if at any point in time the Notes Collateralization Ratio falls below 2.7, Pampa will be required to pledge additional SQM shares up to the Minimum Collateralization Ratio of 3.0 within 3 business days after becoming aware of such event. In addition, the Second Supplemental Indenture provides that Pampa must own and maintain, at all times, sufficient Series A or Series B Shares with a Fair Market Value of not less than US$100 million, free and clear of any Lien (as defined in the Indenture) and reserved for Pampa to pledge to the Trustee pursuant to the Share Pledge Agreement. A copy of the Second Supplemental Indenture is attached as Exhibit 7 hereto and incorporated herein by reference.

             

(c)

Scotiabank Credit Agreements

         

On December 5, 2011, Potasios entered into a credit agreement with Scotiabank & Trust (Cayman) Ltd. as lender (as amended, the “Potasios-Scotiabank Credit Agreement”). Scotiabank & Trust (Cayman) Ltd. subsequently assigned all of its rights and obligations (including all collateral) to Scotiabank Chile. Under the Potasios-Scotiabank Credit Agreement, which is governed by Chilean law, Potasios granted first priority perfected security interests (pledges) over Series A Shares to secure amounts up to US$90 million borrowed by Potasios, plus interest, expenses and other charges. Pursuant to the Potasios-Scotiabank Credit Agreement, Potasios must maintain sufficient Series A Shares pledged to Scotiabank Chile such that during the term of the Potasios-Scotiabank Credit Agreement the collateralization ratio remains between 175% and 225%, as calculated in accordance with the formula annexed to the Potasios-Scotiabank Credit Agreement. If at any time the collateralization ratio is less than 175% for more than five trading days on which the pledged shares are effectively traded, Potasios will be required to either (i) prepay amounts under the Potasios-Scotiabank Credit Agreement, (ii) pledge additional Series A Shares, or (iii) pledge certain other certificates of deposit as collateral, in each case so that the collateralization ratio is restored to 200%. If at any time the collateralization ratio is more than 225% for five consecutive trading days on which the pledged shares are effectively traded, Scotiabank Chile must release an amount of Series A Shares from the lien so that the collateralization ratio is restored to 200%. As of the date of this Statement, the aggregate amount of Series A Shares pledged by Potasios under the Potasios-Scotiabank Credit Agreement is 7,849,147, of which 2,179,147 Series A Shares are in the process of being released by Scotiabank Chile.

              

On December 19, 2012, Pampa entered into a credit agreement with Scotiabank & Trust (Cayman) Ltd. as lender (as amended, the “Pampa-Scotiabank Credit Agreement”). Scotiabank & Trust (Cayman) Ltd. subsequently assigned all of its rights and obligations (including all collateral) to Scotiabank Chile. Under the Pampa-Scotiabank Credit Agreement, which is governed by Chilean law, Pampa and Global Mining granted first priority perfected security interests (pledges) over Series A Shares to secure amounts up to US$135 million borrowed by Pampa, plus interest, expenses and other charges. Pursuant to the Pampa-Scotiabank Credit Agreement, Pampa must maintain sufficient Series A Shares pledged to Scotiabank Chile such that during the term of the Pampa-Scotiabank Credit Agreement the collateralization ratio remains between 175% and 225%, as calculated in accordance with the formula annexed to the Pampa-Scotiabank Credit Agreement.

 

 

If at any time the collateralization ratio is less than 175% for more than five trading days on which the pledged shares are effectively traded, Pampa will be required to either (i) prepay amounts under the Pampa-Scotiabank Credit Agreement, (ii) pledge (or cause Global Mining to pledge) additional Series A Shares, or (iii) pledge certain other certificates of deposit as collateral, in each case so that the collateralization ratio is restored to 200%. If at any time the collateralization ratio is more than 225% for five consecutive trading days on which the pledged shares are effectively traded, Scotiabank Chile must release an amount of Series A Shares from the lien so that the collateralization ratio is restored to 200%. As of the date of this Statement, the aggregate amount of Series A shares pledged by Pampa and Global Mining under the Pampa-Scotiabank Credit Agreement is 11,198,539, of which 2,400,000 Series A Shares are in the process of being released by Scotiabank Chile.

        

(d)

Itau Corpbanca Credit Agreements

        

On April 30, 2013, Potasios entered into a credit facility agreement with Corpbanca (now Itau Corpbanca) as lender (as amended, the “Potasios-Itau Corpbanca Credit Facility Agreement”). Under the Potasios-Itau Corpbanca Credit Facility Agreement, which is governed by Chilean law, Potasios granted first priority perfected security interests (pledges) over Series A Shares to secure amounts up to US$96 million borrowed by Potasios, plus interest, expenses and other charges. Pursuant to the Potasios-Itau Corpbanca Credit Facility Agreement, Potasios must maintain sufficient Series A Shares pledged to Itau Corpbanca such that during the term of the Potasios-Itau Corpbanca Credit Facility Agreement the collateralization ratio remains between 130% and 150%, as calculated in accordance with the formula annexed to the Potasios-Itau Corpbanca Credit Facility Agreement. If at any time the collateralization ratio is less than 150% during a predefined period, Potasios will be required to either (i) prepay amounts under the Potasios-Itau Corpbanca Credit Facility Agreement or (ii) pledge additional Series A Shares, in each case so that the collateralization ratio is restored to 150%. If at any time the collateralization ratio is more than 170% for a predefined period, Itau Corpbanca must release an amount of Series A Shares from the lien so that the collateralization ratio is restored to 150%. As of the date of this Statement, the aggregate amount of Series A shares pledged by Potasios under the Potasios-Itau Corpbanca Credit Facility Agreement is 5,600,000, of which 1,250,000 Series A Shares are in the process of being released by Itau Corpbanca.

             

On September 9, 2015, Pampa entered into a credit facility agreement with Corpbanca (now Itau Corpbanca) as lender (as amended, the “First Pampa-Itau Corpbanca Credit Facility Agreement”). Under the First Pampa-Itau Corpbanca Credit Facility Agreement, which is governed by Chilean law, Pampa granted first priority perfected security interests (pledges) over Series B Shares to secure amounts up to US$20 million borrowed by Pampa, plus amounts due under the Second Pampa-Itau Corpbanca Credit Facility Agreement (as defined below), interest, expenses and other charges. Pursuant to the First Pampa-Itau Corpbanca Credit Facility Agreement, Pampa must maintain sufficient Series B Shares pledged to Itau Corpbanca such that during the term of the First Pampa-Itau Corpbanca Credit Facility Agreement the collateralization ratio remains between 130% and 140%, as calculated in accordance with the formula annexed to the First Pampa-Itau Corpbanca Credit Facility Agreement. If at any time the collateralization ratio is less than 130% during a predefined period, Pampa will be required to either (i) prepay amounts under the First Pampa-Itau Corpbanca Credit Facility Agreement, (ii) pledge (or cause Global Mining to pledge) additional Series B Shares, or (iii) pledge certain other certificates of deposit as collateral, in each case such that the collateralization ratio is restored to 140%. If at any time the collateralization ratio is more than 170% for a predefined period, Itau Corpbanca must release an amount of Series B Shares from the lien so that the collateralization ratio is restored to 140%. As of the date of this Statement, the aggregate amount of Series B shares pledged by Pampa under the First Pampa-Itau Corpbanca Credit Facility Agreement is 1,195,414, of which 300,000 Series B Shares are in the process of being released by Itau Corpbanca.

          

On the same date, Pampa entered into another credit facility agreement with Corpbanca (now Itau Corpbanca) as lender (as amended, the “Second Pampa-Itau Corpbanca Credit Facility Agreement”). Under the Second Pampa-Itau Corpbanca Credit Facility Agreement, which is governed by Chilean law, Pampa granted first priority perfected security interests (pledges) over Series A Shares to secure amounts up to US$50 million borrowed by Pampa, plus amounts due under the First Pampa-Itau Corpbanca Credit Facility Agreement, interest, expenses and other charges.

 

 

Pursuant to the Second Pampa-Itau Corpbanca Credit Facility Agreement, Pampa shall maintain sufficient Series A Shares pledged to Itau Corpbanca such that during the term of the Second Pampa-Itau Corpbanca Credit Facility Agreement the collateralization ratio remains between 170% and 200%, as calculated in accordance with the formula annexed to the Second Pampa-Itau Corpbanca Credit Facility Agreement. If at any time the collateralization ratio is less than 170% during a predefined period, Pampa will be required to either (i) prepay amounts under the Second Pampa-Itau Corpbanca Credit Facility Agreement, (ii) pledge (or cause Global Mining to pledge) additional Series A Shares, or (iii) pledge certain other certificates of deposit as collateral, in each case so that the collateralization ratio is restored to 200%. If at any time the collateralization ratio is more than 230% for a predefined period, Itau Corpbanca must release an amount of Series A Shares from the lien so that the collateralization ratio is restored to 200%. As of the date of this Statement, the aggregate amount of Series A shares pledged by Pampa under the Second Pampa-Itau Corpbanca Credit Facility Agreement is 3,774,679, of which 700,000 Series A Shares are in the process of being released by Itau Corpbanca.

            

(e)

Santander Pledge Agreement

           

On January 21, 2016, Potasios and Banco Santander Chile entered into a pledge agreement (the “Potasios-Santander Pledge Agreement”). Under the Potasios-Santander Pledge Agreement, which is governed by Chilean law, Potasios granted a first priority perfected security interest (pledge) over 1,202,147 Series A Shares to secure amounts borrowed by Potasios under a promissory note in favor of Banco Santander Chile for an aggregate amount of US$15 million (the “Potasios-Santander Promissory Note”). Pursuant to the Potasios-Santander Pledge Agreement, Potasios must maintain a collateralization ratio between 1.5 and 2.0, as calculated in accordance with the description therein. If at any time the collateralization ratio is less than 1.5 during a predefined period, Banco Santander Chile may accelerate the amounts due under the Potasios-Santander Promissory Note, unless Potasios (i) prepays amounts under the Potasios-Santander Promissory Note, (ii) pledges additional Series A Shares, or (iii) pledges certain other certificates of deposit as collateral, in each case so that the collateralization ratio is restored to 2.0. If at any time the collateralization ratio is more than 2.5 for a predefined period, Banco Santander Chile must release an amount of Series A Shares from the lien so that the collateralization ratio is restored to 2.0. As of the date of this Statement, the aggregate amount of Series A Shares pledged by Potasios under the Potasios-Santander Pledge Agreement is 1,202,147, of which 260,000 Series A Shares are in the process of being released by Banco Santander Chile.

                

(f)

BCI Pledge Agreement

             

On January 21, 2017, Pampa entered into a pledge agreement with Banco de Crédito e Inversiones in connection with the Senior Notes (the “Pampa-BCI Pledge Agreement”). Under the Pampa-BCI Pledge Agreement which is governed by Chilean law, Pampa granted a first priority perfected security interest (pledge) over 1,300,000 Series A Shares to secure amounts owed by Pampa to Banco de Crédito e Inversiones under an agreement entered into between the parties for opening a stand-by letter of credit with Banco de Crédito e Inversiones, which Pampa opened to fund the interest reserve account in accordance with the Indenture under the Senior Notes. Pursuant to the Pampa-BCI Pledge Agreement, Pampa must maintain a collateralization ratio between 1.8 and 2.2, as calculated in accordance with the description therein. If at any time the collateralization ratio is less than 1.8 during a predefined period, Pampa must pledge additional Series A Shares so that the collateralization ratio is restored to 2.0. If at any time the collateralization ratio is more than 2.2 for a predefined period, Banco de Crédito e Inversiones must release an amount of Series A Shares from the lien such that the collateralization ratio is restored to 2.0. As of the date of this Statement, the aggregate amount of Series A Shares pledged by Pampa under the Pampa-BCI Pledge Agreement is 1,300,000.

 

 

 

Item 7.

Materials to Be Filed as Exhibits

 

 

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment No. 5 is true, complete and correct.

Dated: June 5, 2017

                                           

Inversiones Global Mining (Chile) Limitada				Global Mining Investment Inc., Agencia en Chile
By:	/s/ Ricardo Moreno Moreno			By:	/s/ Aldo Motta Camp
	Name:	Ricardo Moreno Moreno			Name:	Aldo Motta Camp
	Title:	CEO			Title:	Officer
Global Mining Investment Inc.				Calichera Caiman, Inc.
By:	/s/ Aldo Motta Camp			By:	/s/ Patricio Phillips Sáenz
	Name:	Aldo Motta Camp			Name:	Patricio Phillips Sáenz
	Title:	Officer			Title:	Officer
Sociedad de Inversiones Pampa Calichera S.A.				Sociedad de Inversiones Oro Blanco S.A.
By:	/s/ Ricardo Moreno Moreno			By:	/s/ Ricardo Moreno Moreno
	Name:	Ricardo Moreno Moreno			Name:	Ricardo Moreno Moreno
	Title:	CEO			Title:	CEO
Potasios de Chile S.A.				Nitratos de Chile S.A.
By:	/s/ Ricardo Moreno Moreno			By:	/s/ Ricardo Moreno Moreno
	Name:	Ricardo Moreno Moreno			Name:	Ricardo Moreno Moreno
	Title:	CEO			Title:	CEO
Norte Grande S.A.				Inversiones SQYA Limitada
By:	/s/ Ricardo Moreno Moreno			By:	/s/ Aldo Motta Camp
	Name:	Ricardo Moreno Moreno			Name:	Aldo Motta Camp
	Title:	CEO			Title:	Officer
Inversiones SQ Limitada				S.Q. Grand Corp.
By:	/s/ Aldo Motta Camp			By:	/s/ Felipe García Huidobro M.
	Name:	Aldo Motta Camp			Name:	Felipe García Huidobro M.
	Title:	Officer			Title:	Officer
Pacific Atlantic International Holding Corporation				The Pacific Trust
By:	/s/ Felipe García Huidobro M.			By:	/s/ Luis López
	Name:	Felipe García Huidobro M.			Name:	Luis López on behalf of Alfaro, Ferrer & Ramirez,
	Title:	Officer			Title:	Trustee of the Pacific Trust
Mr. Julio Ponce Lerou
By:	/s/ Julio Ponce Lerou
	Name:	Julio Ponce Lerou
	Title:

Inversiones La Esperanza (Chile) Ltda.				La Esperanza Delaware Corporation
By:	/s/ Yoshihito Hata			By:	/s/ Yoshihito Hata
	Name:	Yoshihito Hata			Name:	Yoshihito Hata
	Title:	General Manager			Title:	Attorney-in-Fact
Kochi S.A.				Kowa Company Ltd.
By:	/s/ Yoshihito Hata			By:	/s/ Yoshihito Hata
	Name:	Yoshihito Hata			Name:	Yoshihito Hata
	Title:	General Manager			Title:	Attorney-in-Fact
Yoshihiro Miwa
By:	/s/ Yoshihito Hata
	Name:	Yoshihito Hata
	Title:	Attorney-in-Fact

---

SCHEDULE A

 

ADDITIONAL INFORMATION CONCERNING GLOBAL MINING

 

 

 

 

 

SCHEDULE B

 

ADDITIONAL INFORMATION CONCERNING GLOBAL MINING AGENCIA

 

 

 

 

 

 

 

SCHEDULE C

 

ADDITIONAL INFORMATION CONCERNING GLOBAL MINING INC.

 

 

 

 

 

 

SCHEDULE D

 

ADDITIONAL INFORMATION CONCERNING CALICHERA CAIMAN

 

 

 

 

 

 

SCHEDULE E

 

ADDITIONAL INFORMATION CONCERNING PAMPA

 

 

 

 

 

 

 

SCHEDULE F

 

ADDITIONAL INFORMATION CONCERNING ORO

 

 

 

 

 

SCHEDULE G

 

ADDITIONAL INFORMATION CONCERNING POTASIOS

 

 

 

 

 

SCHEDULE H

 

ADDITIONAL INFORMATION CONCERNING NITRATOS

 

 

 

 

 

SCHEDULE I

 

ADDITIONAL INFORMATION CONCERNING NORTE

 

 

 

 

 

SCHEDULE J

 

ADDITIONAL INFORMATION CONCERNING SQYA

 

 

 

 

 

SCHEDULE K

 

ADDITIONAL INFORMATION CONCERNING SQ

 

 

 

 

 

SCHEDULE L

 

ADDITIONAL INFORMATION CONCERNING SQ GRAND CORP.

 

 

 

 

 

SCHEDULE M

 

ADDITIONAL INFORMATION CONCERNING PACIFIC ATLANTIC HOLDING

 

 

 

 

 

SCHEDULE N

 

ADDITIONAL INFORMATION CONCERNING LA ESPERANZA (CHILE)

 

 

 

 

 

SCHEDULE O

 

ADDITIONAL INFORMATION CONCERNING LA ESPERANZA DELAWARE

 

 

 

 

 

SCHEDULE P

 

ADDITIONAL INFORMATION CONCERNING KOCHI

 

 

 

 

 

SCHEDULE Q

 

ADDITIONAL INFORMATION CONCERNING KOWA

 

 

 

 

 

SCHEDULE R

 

PURCHASES REPORTED BY GLOBAL MINING FROM
AUGUST 1, 2007 TO AUGUST 20, 2007

 

 

 

 

 

 

SCHEDULE S

 

PURCHASES REPORTED BY PAMPA FROM
AUGUST 24, 2007 TO SEPTEMBER 4, 2007

 

 

 

 

 

 

SCHEDULE T

 

SALES REPORTED BY PAMPA FROM
OCTOBER 12, 2007 TO OCTOBER 23, 2007

 

 

 

 

 

SCHEDULE U

 

SALES REPORTED BY PAMPA FROM
MARCH 28, 2008 TO APRIL 9, 2008

 

 

 

 

 

SCHEDULE V

 

PURCHASES AND SALES REPORTED BY PAMPA FROM
OCTOBER 14, 2009 TO JANUARY 14, 2010

 

                 

Date

Series B Shares Purchased

Series B Shares Sold

Aggregate Price in Chilean Pesos

 

 

 

SCHEDULE W

 

PURCHASES REPORTED BY NORTE FROM
OCTOBER 6, 2010 TO JANUARY 3, 2011

 

 

 

 

SCHEDULE X

 

PURCHASES REPORTED BY PAMPA FROM
JULY 7, 2015 TO AUGUST 11, 2015

 

 

 

 

 

SCHEDULE Y

 

PURCHASES REPORTED BY PAMPA FROM
SEPTEMBER 1, 2015 TO OCTOBER 15, 2015