SANTIAGO, Chile, July 15,
2024 /PRNewswire/ -- Falabella S.A., a publicly
traded stock corporation (sociedad anónima abierta)
organized under the laws of the Republic
of Chile ("Chile"), having
its registered office at Avenida Presidente Riesco 5685, 4th floor,
Las Condes, Santiago, postal code
7560996, Chile (the "Issuer"),
announces that it has commenced a tender offer (the "Tender Offer")
to purchase for cash up to US$100.0 million in aggregate
principal amount (subject to increase or decrease by the Issuer, in
its sole discretion, the "Maximum Tender Amount") of its 3.750%
senior notes due 2027 (the "Notes").
The Tender Offer is being made upon the terms and subject to the
conditions set forth in an offer to purchase dated July 15,
2024 (the "Offer to Purchase"). Any capitalized term used but
not defined in this press release has the respective meaning set
forth in the Offer to Purchase.
The following table sets forth the material pricing terms of the
Tender Offer:
Title of
Security
|
CUSIP /
ISIN
|
Principal Amount
Outstanding
|
Tender Offer
Consideration(1)
|
Early Tender
Premium(2)
|
Total
Consideration(1)
(3)
|
3.750% Senior Notes
due 2027
|
CUSIP No. 144A: 78386F
AD8 /
Reg. S: P82290 AR1
ISIN No. 144A:
US78386FAD87 /
Reg. S: USP82290AR17
|
US$400,000,000
|
US$920.00
|
US$30.00
|
US$950.00
|
(1)
|
Per US$1,000 principal
amount of Notes validly tendered (and not validly withdrawn) and
accepted for purchase by us. Excludes Accrued Interest to be paid
to Holders.
|
(2)
|
Payable only to Holders
who validly tender and do not validly withdraw Notes at or prior to
the Early Tender Date. Included in the Total
Consideration.
|
(3)
|
The Total Consideration
equals the Tender Offer Consideration plus the Early Tender
Premium. Excludes Accrued Interest to be paid to
Holders.
|
Consideration
Holders who validly tender their Notes at or prior to
5:00 p.m., New York City time, on July 26, 2024 (such time and date, the "Early
Tender Date") and do not validly withdraw their Notes at or prior
to 5:00 p.m., New York City time, on July 26, 2024 (such time and date, the
"Withdrawal Date") will be eligible to receive the Total
Consideration of US$950.00 per
US$1,000 principal amount of Notes
tendered (the "Total Consideration"). The Total Consideration
includes an Early Tender Premium of US$30.00 per US$1,000 principal amount of Notes tendered (the
"Early Tender Premium").
Holders who validly tender Notes after the Early Tender Date but
at or prior to 5:00 p.m., New
York City time, on August 12, 2024 (such time and date,
the "Expiration Date") will not be eligible to receive the Early
Tender Premium and will therefore only be eligible to receive the
Tender Offer Consideration of US$920.00 per US$1,000 principal amount of Notes tendered (the
"Tender Consideration").
Holders whose Notes are accepted for purchase pursuant to the
Tender Offer will also be paid accrued and unpaid interest on the
Notes ("Accrued Interest") up to, but excluding, the applicable
Settlement Date (as defined below).
Early Settlement and Final Settlement
Following the Early Tender Date and prior to the Expiration
Date, the Issuer may, but is not required to, accept the Notes
validly tendered at or prior to the Early Tender Date, provided
that all conditions set forth in the Offer to Purchase have
been satisfied or waived. Subject to the Maximum Tender Amount, any
such Notes accepted for purchase will be settled promptly
thereafter, currently expected to be on or about the second
business day following the Early Tender Date (the "Early Settlement
Date").
Subject to the Maximum Tender Amount, the Issuer expects to
settle all Notes not previously settled on the Early Settlement
Date, if any, on or about the second business day following the
Expiration Date (the Final Settlement Date"). Any references to
"Settlement Date" refer to each of the Early Settlement Date and
the Final Settlement Date as context may require.
Proration
If the purchase of all Notes validly tendered (and not validly
withdrawn) at or prior to the Early Tender Date would cause the
Issuer to accept for purchase an aggregate principal amount of
Notes that exceeds the Maximum Tender Amount, then the Tender Offer
will be oversubscribed at the Early Tender Date and, assuming
satisfaction or waiver of the conditions to the Tender Offer, the
Issuer will purchase on, at its option, the Early Settlement Date
or the Final Settlement Date Notes validly tendered (and not
validly withdrawn) at or prior to the Early Tender Date and
accepted for purchase on a prorated basis according to the
principal amount of such Notes, such that the Issuer purchases an
aggregate principal amount of Notes that does not exceed the
Maximum Tender Amount.
If the Tender Offer is not oversubscribed at the Early Tender
Date and the purchase of all Notes validly tendered after the Early
Tender Date but at or prior to the Expiration Date (when combined
with all Notes validly tendered (and not validly withdrawn) at or
prior to the Early Tender Date) would cause the Issuer to accept
for purchase an aggregate principal amount of Notes that exceeds
the Maximum Tender Amount, then the Tender Offer will be
oversubscribed at the Expiration Date and, assuming satisfaction or
waiver of the conditions to the Tender Offer, the Issuer will
purchase on the Final Settlement Date Notes validly tendered at or
prior to the Expiration Date and accepted for purchase, as
follows:
- first, to the extent there was no Early Settlement Date,
all Notes validly tendered (and not validly withdrawn) at or prior
to the Early Tender Date; and
- second, all Notes validly tendered after the Early
Tender Date but at or prior to the Expiration Date, on a prorated
basis according to the principal amount of such Notes, such that
the Issuer purchases an aggregate principal amount of Notes that
does not exceed the Maximum Tender Amount.
All tendered Notes not accepted will be promptly credited to the
Holder's account with DTC or otherwise returned to the Holder
without cost.
Conditions and Waiver
The Issuer's obligation to accept for purchase, and to pay for,
Notes validly tendered and not validly withdrawn pursuant to the
Tender Offer is conditioned upon the satisfaction or waiver of
certain conditions set forth in the Offer to Purchase. The Issuer
reserves the right, in its sole discretion, to waive any and all
conditions of the Tender Offer, subject to applicable law. The
Tender Offer is not conditioned on any minimum amount of Notes
being tendered.
The Issuer has the right to amend or terminate the Tender Offer
at any time and to increase or decrease the Maximum Tender Amount
in its sole discretion, subject to applicable law. If the
Tender Offer is terminated at any time, the Notes tendered will be
promptly returned to the tendering Holders without compensation or
cost to such Holders and will remain outstanding. The Issuer
reserves the right, in its sole discretion, to not accept any
tenders of Notes for any reason. The Issuer and its affiliates
reserve the absolute right, in their sole discretion, from time to
time to redeem or purchase any Notes that remain outstanding after
the Expiration Date through open market purchases, privately
negotiated transactions, tender offers, exchange offers or
otherwise, upon such terms and at such prices as they may
determine, which may be more or less than the price to be paid
pursuant to the Tender Offer.
The Tender and Information Agent
Copies of the Offer to Purchase are available to Holders from
Global Bondholder Services Corporation, the tender agent and the
information agent for the Tender Offer (the "Tender and Information
Agent"). Requests for copies of the Offer to Purchase should be
directed to Global Bondholder Services Corporation at 855-654-2014
(toll-free) and (212) 430-3774 (collect).
The Dealer Managers
The Issuer has engaged J.P. Morgan Securities LLC and Santander
US Capital Markets, to act as dealer managers (the "Dealer
Managers") in connection with the Tender Offer. In such capacity,
the Dealer Managers may contact Holders regarding the Tender Offer
and may request brokers, dealers, commercial banks, trust companies
and other nominees to forward the Offer to Purchase and related
materials to beneficial owners of Notes. Any questions or requests
for assistance regarding the Tender Offer may be directed to the
Dealer Managers at their contact information set forth below.
J.P. Morgan
Securities LLC
383 Madison Avenue
New York, NY 10179
Attn: Latin America
Debt Capital Markets
Toll-free: +1 (866) 846-2874
Collect: +1 (212) 834-7279
|
Santander US Capital
Markets LLC
437 Madison Avenue, 7th Floor
New York, NY
10022
Attn: Liability
Management Group
Toll Free: +1 (855)
404-3636
Collect: +1 (212)
350-0660
|
Disclaimer
This press release must be read in conjunction with the Offer to
Purchase. This press release and the Offer to Purchase contain
important information that must be read carefully before any
decision is made with respect to the Tender Offer. If any Holder is
in any doubt as to the action it should take, it is recommended to
seek its own legal, tax, accounting and financial advice, including
as to any tax consequences, from its attorney, accountant or other
independent financial or legal adviser. None of the Issuer, the
Dealer Managers, the Tender and Information Agent or any affiliate
of such persons expresses any opinion as to whether the terms of
the Tender Offer are fair to any Holder. Holders must make their
own decision as to whether to tender any Notes and, if so, the
principal amount of Notes to tender.
Neither the Offer to Purchase nor any related documents have
been filed with or reviewed by the U.S. Securities and Exchange
Commission, any state securities commission or any other regulatory
authority, nor has any such commission or authority passed upon the
accuracy or adequacy of the Offer to Purchase or any related
document. Any representation to the contrary is unlawful and may be
a criminal offense.
The Offer to Purchase does not constitute an offer to purchase
in Chile or to any resident of
Chile, except as permitted by
applicable Chilean law. The Offer to Purchase will not constitute a
public offer in Chile, and
therefore will not be (a) subject to registration with the Chilean
Financial Market Commission (Comisión para el Mercado
Financiero); nor (b) made through any of the stock exchanges in
Chile.
The Offer is being made solely on the terms and conditions set
forth in the Offer to Purchase. Under no circumstances shall this
press release constitute an offer to buy or the solicitation of an
offer to sell the Notes or any other securities of the Issuer or
any of its affiliates in the United
States, Chile or in any other jurisdiction. The Tender
Offer is not being made to, nor will the Issuer accept tenders of
Notes from, Holders in any jurisdiction in which the Tender Offer
would not be in compliance with the securities or blue sky laws of
such jurisdiction.
Important Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements are information of a non-historical
nature or that relate to future events and are subject to risks and
uncertainties. No assurance can be given that the transactions
described in this press release will be consummated or as to the
ultimate terms of any such transactions. The Issuer does not
undertake any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information
or future events or for any other reason.
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SOURCE Falabella S.A.