SANTIAGO, Chile, July 29,
2024 /PRNewswire/ -- Falabella S.A. (the "Issuer")
announces the early results of its previously announced 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withdrawn) and accepted for purchase by us.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 tendered 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 did 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").
As of the Early Tender Date, US$200,163,000 in aggregate principal amount of
Notes had been validly tendered (and not validly withdrawn) by
Holders.
Because the amount of Notes tendered exceeded the Maximum Tender
Amount, purchases of the Notes will be subject to proration as
described in the Offer to Purchase. In addition, because the amount
of Notes tendered exceeded the Maximum Tender Amount, the Issuer
does not intend to accept for purchase any Notes that are tendered
following the Withdrawal Date and prior to 5:00 p.m., New York City time,
on August 12, 2024 (such time and date, the "Expiration
Date").
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 Early
Settlement Date (as defined below).
Proration and Early Settlement Date
Because the amount of Notes validly tendered (and not validly
withdrawn) at or prior to the Early Tender Date exceeded the
Maximum Tender Amount, the Tender Offer is oversubscribed at the
Early Tender Date. Assuming satisfaction or waiver of the
conditions to the Tender Offer, the Issuer will accept for purchase
on a prorated basis Notes validly tendered (and not validly
withdrawn) at or prior to the Early Tender Date according to the
principal amount of such Notes. All tendered Notes not
accepted will be promptly credited to the Holder's account with DTC
or otherwise returned to the Holder without cost.
Subject to the satisfaction or waiver of the conditions to the
Tender Offer, the Issuer intends to make payment in cash of an
amount equal to the Total Consideration, plus Accrued Interest for
all such accepted Notes on July 30,
2024 (the "Early Settlement Date"). The Withdrawal Date of
5:00 p.m., New York City time, on July 26, 2024 has passed and, accordingly, Notes
validly tendered in the Tender Offer may not be withdrawn.
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 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 (ComisiĆ³n 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.