Falabella S.A. Announces Early Tender Results of, and Increase in Maximum Acceptance Amount for, its Cash Tender Offer for up to U.S.$150,000,000 in Aggregate Principal Amount of its Outstanding 4.375% Senior Notes due 2025

SANTIAGO, Chile, Oct. 19, 2021 /PRNewswire/ — Falabella S.A. (“Falabella” or the “Company”) today announced the early tender results in connection with its offer to purchase for cash (the “2025 Notes Tender Offer”) up to U.S.$150,000,000 in aggregate principal amount of its  outstanding 4.375% Senior Notes due 2025 (the “2025 Notes”), for the purchase price set forth in the table below.

Additionally, Falabella has increased the Maximum Acceptance Amount (as defined below) for the 2025 Notes Tender Offer to accept for purchase all 2025 Notes that were validly tendered and not validly withdrawn by the Early Tender Date (as defined below).

Description of Notes

CUSIP/
ISIN Nos.

Outstanding
Principal
 Amount

Original Maximum Acceptance Amount(1)

Increased Maximum Acceptance Amount(1)

Maximum Aggregate Tender Amount(2)

Tender Offer Consideration
 (3)(4)

Early Tender Payment (3)

Total Consideration
(3)(4)

4.375% Senior Notes due 2025

CUSIP:

78386F AC0 (144A);

P82290 AG5 (Reg. S) /

ISIN:

US78386FAC05 (144A);

USP82290AG51 (Reg. S)

U.S.$400,000,000

U.S.$150,000,000

U.S.$191,039,000

U.S.$550,000,000

U.S.$1,055.00

U.S.$30.00

U.S.$1,085.00

                                       

(1)   Falabella’s obligation to accept Notes validly tendered and not validly withdrawn is subject to the proration provisions described in the 2025 Notes Offer to Purchase (as defined below).

(2)   The “Maximum Aggregate Tender Amount” means the aggregate principal amount of debt securities that Falabella will purchase in the 2025 Notes Tender Offer and the 2023 Notes Tender Offer (as defined below).

(3)   Per U.S.$1,000 principal amount of 2025 Notes.

(4)   Excludes accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, if and as applicable.

The 2025 Notes Tender Offer was made 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”).

2025 Notes Tendered, Increase in Maximum Acceptance Amount, Aggregate Purchase Price and Payment of Accrued Interest

As previously announced, the early tender deadline for the 2025 Notes Tender Offer was 5:00 p.m., New York City time, on October 18, 2021 (such date and time, the “Early Tender Date”).  As of the Early Tender Date, U.S.$191,039,000 in aggregate principal amount of the 2025 Notes outstanding had been validly tendered and not validly withdrawn pursuant to the 2025 Notes Tender Offer. 

Concurrently with the Early Tender Date, the Withdrawal Deadline (as defined in the 2025 Notes Offer to Purchase) also occurred. Accordingly, any 2025 Notes that are validly tendered after the Early Tender Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

Falabella’s obligation to purchase 2025 Notes pursuant to the 2025 Notes Tender Offer was subject to a maximum limit of U.S.$150,000,000 in outstanding principal amount of the 2025 Notes (the “Maximum Acceptance Amount”). The aggregate principal amount of 2025 Notes that had been validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeded the Maximum Acceptance Amount.

As a result, Falabella has decided to increase the Maximum Acceptance Amount to U.S.$191,039,000, the amount necessary to purchase all 2025 Notes that were validly tendered and not validly withdrawn by the Early Tender Date pursuant to the 2025 Notes Tender Offer. Accordingly, Falabella intends to accept for purchase all 2025 Notes validly tendered and not validly withdrawn by the Early Tender Date. The aggregate purchase price therefor amounts to approximately U.S.$207.3 million.

Settlement of the 2025 Notes accepted for purchase in the 2025 Notes Tender Offer is expected to occur on or about October 21, 2021 (as such date may be extended, subject to applicable law, in Falabella’s sole discretion, the “Early Settlement Date”). Upon the terms and subject to the conditions of the 2025 Notes Tender Offer set forth in the 2025 Notes Offer to Purchase, the holders of 2025 Notes who validly tendered and did not validly withdraw their 2025 Notes at or prior to the Early Tender Date will receive, on the Early Settlement Date, U.S.$1,085.00 in cash per U.S.$1,000 in principal amount of 2025 Notes accepted for purchase. This amount includes an early tender payment of U.S.$30.00 per U.S.$1,000 in principal amount of 2025 Notes accepted for purchase in the 2025 Notes Tender Offer.

In addition, Falabella will pay accrued and unpaid interest on the 2025 Notes purchased in the 2025 Notes Tender Offer to (but excluding) the Early Settlement Date.

Any holders of 2025 Notes who validly tender their 2025 Notes after the Early Tender Date will not have any of their 2025 Notes accepted in the 2025 Notes Tender Offer (unless Falabella, in its sole discretion, further increases the Maximum Acceptance Amount).

2023 Notes Tender Offer

Simultaneously with the commencement of the 2025 Notes Tender Offer, Falabella commenced its tender offer to purchase for cash (the “2023 Notes Tender Offer,” and together with the 2025 Notes Tender Offer, the “Tender Offers”) any and all of its outstanding 3.750% senior notes due 2023 (the “2023 Notes”) 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 Tender Offer expired at 8:00 a.m., New York City time, on October 12, 2021.  Approximately $308.0 million in aggregate principal amount of the 2023 Notes outstanding were purchased pursuant to the 2023 Notes Tender Offer. Settlement of the 2023 Notes Tender Offer occurred on October 15, 2021 for a total cash payment of approximately $328.2 million.

Further Information

Falabella’s obligation to purchase Notes in the 2025 Notes Tender Offer is subject to certain conditions that are discussed in the 2025 Notes Offer to Purchase.

Falabella intends to use a portion of the proceeds of its recently completed new notes offering (the “New Notes Offering”) to purchase the 2025 Notes tendered and accepted pursuant to the 2025 Notes Tender Offer. 

This press release is qualified in its entirety by the 2025 Notes Offer to Purchase. This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the 2025 Notes Tender Offer. The 2025 Notes Tender Offer is being made pursuant to the 2025 Notes Offer to Purchase, which sets forth the complete terms and conditions of the 2025 Notes Tender Offer. Holders of 2025 Notes are urged to read the 2025 Notes Offer to Purchase carefully before making any decision with respect to their 2025 Notes. The Tender Offers have not been and 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 2025 Notes Tender Offer, the trading market for your outstanding 2025 Notes may be significantly more limited. For a discussion of this and other considerations, see “Special Considerations” in the 2025 Notes Offer to Purchase.

The delivery of this press release, the 2025 Notes Offer to Purchase 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 the 2025 Notes Offer to Purchase 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.

The new notes that were sold in the New Notes Offering have not been and 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 the 2025 Notes Tender Offer 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 [email protected]. 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 2025 Notes Offer to Purchase 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 2025 Notes Tender Offer.

The dealer managers for the 2025 Notes Tender Offer 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 2025 Notes in the 2025 Notes Tender Offer. Holders must make their own decision as to whether to participate in the 2025 Notes Tender Offer, and, if so, the principal amount of the 2025 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 2025 Notes or the 2025 Notes Tender Offer.

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.

SOURCE Falabella S.A.

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