Falabella S.A. Announces Expiration and Tender Results of Its Cash Tender Offer for Any and All of its Outstanding 3.750% Senior Notes due 2023

Published: Oct. 12, 2021 at 10:44 PM EDT

SANTIAGO, Chile, Oct. 12, 2021 /PRNewswire/ -- Falabella S.A. ("Falabella" or the "Company") today announced the tender results in connection with its offer to purchase for cash (the "2023 Notes Tender Offer") any and all of its outstanding 3.750% Senior Notes due 2023 (the "2023 Notes"), for the purchase price set forth in the table below.

Notes

CUSIP and ISIN
Numbers

Principal Amount
Outstanding

Purchase Price(1)

3.750% Senior Notes due 2023

CUSIP: 78386F AA4 (144A);
P82290 AA8 (Reg.S) /
ISIN: US78386FAA49 (144A);
USP82290AA81 (Reg. S)

U.S.$500,000,000

U.S.$1,048.50





  1. Per U.S.$1,000 principal amount of 2023 Notes, validly tendered and accepted for purchase, excluding accrued interest, which will be paid in addition to the purchase price.

The 2023 Notes Tender Offer was made upon the terms and subject to the conditions set forth in the offer to purchase with respect to the 2023 Notes dated October 4, 2021 (the "2023 Notes Offer to Purchase") and notice of guaranteed delivery dated as of the same date (the "Notice of Guaranteed Delivery," and together with the 2023 Notes Offer to Purchase, the "2023 Notes Offer Documents").

2023 Notes Tendered, Aggregate Purchase Price and Payment of Accrued Interest

As previously announced, the expiration time for the 2023 Notes Tender Offer was 8:00 a.m., New York City time, on October 12, 2021 (such date and time, the "Expiration Time").  As of the Expiration Time, $307,601,000 in aggregate principal amount of the 2023 Notes outstanding had been validly tendered and not validly withdrawn pursuant to the 2023 Notes Tender Offer (not including approximately $2 million in principal amount of 2023 Notes for which notice of guaranteed delivery was given but which have not yet been delivered).  All 2023 Notes validly tendered and not validly withdrawn have been accepted for purchase, and the aggregate purchase price therefor amounts to approximately $322.5 million. Settlement of the 2023 Notes Tender Offer is expected to occur on or about October 15, 2021 (as such date may be extended, subject to applicable law, in Falabella's sole discretion, the "Settlement Date").

Upon the terms and subject to the conditions of the 2023 Notes Tender Offer set forth in the 2023 Notes Offer Documents, including the Financing Condition described below, the holders of 2023 Notes who validly tendered and did not validly withdraw their 2023 Notes at or prior to the Expiration Time will receive, on the Settlement Date, the purchase price therefor, plus accrued and unpaid interest thereon (to but excluding the Settlement Date).

Payment by Falabella for the 2023 Notes tendered and accepted for payment pursuant to a Notice of Guaranteed Delivery is expected to occur on the Settlement Date, subject to, and after, receipt by the information and tender agent of a duly executed Notice of Guaranteed Delivery and other required documents at or prior to the Expiration Time and delivery of the tendered 2023 Notes by 5:00 p.m., New York City time, on October 14, 2021, the second business day following the Expiration Time, all as provided in the 2023 Notes Offer Documents.

2025 Notes Tender Offer

Simultaneously with the commencement of the 2023 Notes Tender Offer, Falabella also commenced its tender offer to purchase for cash certain of its outstanding 4.375% Senior Notes due 2025 (the "2025 Notes," and together with the 2023 Notes, the "Notes," and such offer, the "2025 Notes Tender Offer," and together with the 2023 Notes Tender Offer, the "Tender Offers") upon the terms and subject to the conditions set forth in the offer to purchase with respect to the 2025 Notes dated October 4, 2021 (the "2025 Notes Offer to Purchase," and together with the 2023 Notes Offer Documents, the "Offer Documents").

Further Information

Falabella's obligation to purchase Notes in the Tender Offers is subject to certain conditions, including the Financing Condition (as defined in the Offer Documents), relating to the successful completion of an anticipated offering and sale of new notes (the "New Notes Offering") that would provide Falabella with cash proceeds sufficient to purchase the Notes tendered and accepted pursuant to the Tender Offers.  The New Notes Offering is not conditioned on the successful consummation of the Tender Offers.

This press release is qualified in its entirety by the applicable Offer Documents. This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Tender Offers. The Tender Offers are being made pursuant to the applicable Offer Documents, which set forth the complete terms and conditions of the Tender Offers. Holders of Notes are urged to read the applicable Offer Documents carefully before making any decision with respect to their Notes. The Tender Offers are not being made to, nor will the Company accept tenders of Notes from, holders in any jurisdiction in which it is unlawful to make such an offer.

Any Notes that are not purchased in the Tender Offers will remain outstanding. To the extent that the Company consummates the Tender Offers, the trading market for your outstanding Notes may be significantly more limited. For a discussion of this and other considerations, see "Special Considerations" in the applicable Offer Documents.

The delivery of this press release, the Offer Documents or any purchase pursuant to the Tender Offers shall not under any circumstances create any implication that the information contained in this press release or such Offer Documents is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in the Company's affairs since the date hereof or thereof.

Any new notes that are offered or sold in the New Notes Offering will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and therefore may not be offered or sold in the United States absent registration under, or pursuant to an applicable exemption from the registration requirements of, the Securities Act. 

The information agent and tender agent for each of the Tender Offers is D.F. King & Co., Inc. To contact the information agent and tender agent, banks and brokers may call +1 (212) 269-5550, and others may call U.S. toll-free: +1 (800) 669-5550 or email falabella@dfking.com. Additional contact information is set forth below.

By Mail, Hand or Overnight Courier:

48 Wall Street

22nd Floor

New York, NY 10005

USA

Attention: Michael Horthman

By Facsimile Transmission:

(for eligible institutions only)

+1 (212) 232-3223

Attention: Michael Horthman

Confirmation by Telephone:

+1 (212) 232-3233

Copies of the Offer Documents are available at the following web address: www.dfking.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 Tender Offers.

The dealer managers for the Tender Offers are:

Citigroup Global Markets Inc.
388 Greenwich Street, 4th Flr. Trading
New York, New York 10013
U.S. Toll Free: +1 (800) 558-3745
Collect: +1 (212) 723-6106
Attention: Liability Management Group

Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
U.S. Toll Free: +1 (800) 828-3182
Collect: +1 (212) 357-1452
Attention:  Liability Management Group

J.P. Morgan Securities LLC
388 Madison Avenue
New York, New York 10179
U.S. Toll Free: +1 (866) 846-2874
Collect: +1 (212) 834-7279
Attention: Latin America Debt Capital Markets

None of Falabella, the tender agent, the information agent, the dealer managers, the trustee or any of their respective affiliates is making any recommendation as to whether holders should exchange their Notes in the Tender Offers. Holders must make their own decision as to whether to participate in the Tender Offers, and, if so, the principal amount of the Notes they wish to tender.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements that constitute forward-looking statements.  These statements appear in a number of places and include statements regarding our intent, belief or current expectations, and those of our officers, with respect to (among other things) our financial condition and the Tender Offers.

Our forward-looking statements are based mainly on current expectations and estimates of future events and trends, which affect, or may affect, our business and results of operations.  Although we believe that these forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are based on information currently available to us.

The words "believe," "may," "may have," "would," "estimate," "continues," "anticipates," "intends," "hopes," and similar words are intended to identify forward-looking statements.  Forward-looking statements refer only to the date when they were made, and none of Falabella, the tender agent, the information agent, the dealer managers or any affiliate of any of them undertakes any obligation to update or review any estimate or forward-looking statement due to new information, future events or any other factors. Forward-looking statements involve risks and uncertainties and do not guarantee future performance, as actual results or developments may be substantially different from the expectations described in the forward-looking statements.  In light of the risks and uncertainties described above, the events referred to in the forward-looking statements included in this press release may or may not occur, or may differ materially from those expressed in our forward-looking statements, due to factors that include but are not limited to those mentioned described in the applicable Offer Documents under "Cautionary Statement Regarding Forward-Looking Statements."  Holders are warned not to place undue reliance on any estimates or forward-looking statements in making decisions regarding the Notes or the Tender Offers.

None of Falabella, the tender agent, the information agent, the dealer managers, the trustee or any affiliate of any of them undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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SOURCE Falabella S.A.

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