FALABELLA ANNOUNCES TENDER RESULTS AND EXPIRATION TIME OF CASH TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 3.750% NOTES DUE 2027
SANTIAGO, Chile, March 20, 2025 /PRNewswire/ -- Falabella S.A. ("Falabella" or the "Company") today announced the tender results in connection with its offer to purchase for cash any and all of its outstanding 3.750% Notes due 2027 (the "Notes") (the "Offer"). The Offer was made upon the terms and subject to the conditions set forth in the offer to purchase dated March 12, 2025 (the "Offer to Purchase") and the notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents").
As previously announced, the expiration time for the Offer was 5:00 p.m., New York City time, on March 20, 2025 (such date and time, the "Expiration Time"). As of the Expiration Time, U.S.$210,094,000 in aggregate principal amount of the Notes outstanding had been validly tendered and not withdrawn pursuant to the Offer. No Notes were tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase. Settlement of the Offer is expected to occur on or about March 25, 2025 (the "Settlement Date").
The table below summarizes certain payment terms for the Notes:
Description of Security | CUSIP Number(s) | ISIN (s) | Outstanding Principal Amount | Consideration per U.S. $1,000 Outstanding Principal Amount (1) | Aggregate Principal Amount ValidlyTendered (2) |
3.750% Senior Notes due 2027 | 144A: 78386FAD8/ Reg S: P82290 AR1 | 144A: US78386FAD87 / Reg S: USP82290AR17 | U.S. $300,000.000 | U.S.$980 | U.S.$210,094,000 |
(1) The Consideration for the Notes will be paid on all Notes accepted for purchase, together with accrued and unpaid interest from the last interest payment date for the Notes up to, but not including, the Settlement Date.
(2) Subject to satisfaction of the terms and conditions described in the Offer Documents.
Capitalized terms used but not defined herein shall have the meaning given to them in the Offer to Purchase.
Upon the terms and subject to the conditions of the Offer set forth in the Offer Documents, for all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time, and accepted by Falabella for purchase, Holders will receive the Consideration plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the Settlement Date.
The obligation of Falabella to purchase Notes in the Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents.
The information and tender agent for the Offer is Global Bondholder Services Corporation. To contact the information and tender agent, banks and brokers may call +1 (212) 430-3774, and others may call U.S. toll-free: +1 (855)-654-2015 or email contact@gbsc-usa.com. Additional contact information is set forth below.
By Mail, Hand or Overnight Courier 65 Broadway – Suite 404 New York, NY 10006 Attention: Corporate Actions | By Facsimile Transmission +1 (212) 430-3775/3779 Attention: Corporate Actions
| Confirmation by Telephone +1 (212) 430-3774 Toll free: +1 (855) 654-2015
|
contact@gbsc-usa.com
|
Copies of each of the Offer Documents are available at the following web address: https://www.gbsc-usa.com/falabella
Any questions or requests for assistance or for additional copies of this notice may be directed to the Dealer Managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
The Dealer Managers for the Offer are:
J.P. Morgan Securities LLC | Santander US Capital Markets LLC |
383 Madison Avenue, 6th Floor New York, NY 10179 United States | 437 Madison Avenue New York, NY 10022 United States |
Attn: Latin America Debt Capital Markets | Attn: Liability Management |
E-mail: AmericasLM@santander.us | |
Collect: +1 (212) 834-7279 Toll Free: +1 (866) 846-2874 | Collect: +1(212) 350-0660 Toll Free: +1(855) 404-3636 |
This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Offer is made only by and pursuant to the terms of the Offer Documents, and the information in this notice is qualified by reference to the Offer to Purchase and the Notice of Guaranteed Delivery. None of Falabella, the Dealer Managers or the information and tender agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Offer.
This notice does not constitute an offer to purchase in Chile or to any resident of Chile, except as permitted by applicable Chilean law. This Offer will not constitute a public offering in Chile, and therefore will not be (a) subject to registration with the Chilean Financial Market Commission (Comisión para el Mercado Financiero or "CMF"); nor (b) made through any of the stock exchanges in Chile.
About Falabella
Falabella is a sociedad anónima abierta, or publicly traded stock corporation, incorporated under the laws of Chile, which operates a multi-format retail company that carries out its business through both brick-and-mortar and online platforms, combining growth, profitability and sustainability in its six main business areas: Department Stores, Home Improvement, Supermarkets, Financial Services (including Credit Card Services and Banking, among others), Real Estate and Marketplace. Falabella has a strong presence in Chile, Peru and Colombia, as well as operations in Argentina, Brazil, Uruguay and Mexico. In 2019, Falabella changed its name from "S.A.C.I. Falabella" to "Falabella S.A."
Falabella is an issuer in Chile of securities registered with the CMF. Shares of our common stock are publicly traded on the Bolsa de Comercio de Santiago—Bolsa de Valores, or the Santiago Stock Exchange, and the Bolsa Electrónica de Chile—Bolsa de Valores, or the Chilean Electronic Stock Exchange, which we jointly refer to as the "Chilean Stock Exchanges," under the symbol "FALABELLA." Accordingly, we are currently required to disclose information to the market by, inter alia, filing quarterly and annual reports in Spanish and issuing hechos esenciales o relevantes (notices of material or relevant events) to the CMF, and provide copies of such reports and notices to the Chilean Stock Exchanges. All such reports are available at www.cmfchile.cl and www.falabella.com.
View original content:https://www.prnewswire.com/news-releases/falabella-announces-tender-results-and-expiration-time-of-cash-tender-offer-for-any-and-all-of-its-outstanding-3-750-notes-due-2027--302407594.html
SOURCE Falabella S.A.