SANTIAGO, Chile, Oct. 9, 2019 /PRNewswire/ — Cencosud S.A. (BCS: Cencosud) (the “Company“) announced today the final tender results in connection with its previously announced cash tender offers (the “Tender Offers“) to purchase for cash (1) up to U.S.$900,000,000 aggregate purchase price (the “Maximum Tender Amount“) of its 4.875% Senior Notes due 2023 (the “2023 Notes“) and (2) up to the Group 2 Maximum Purchase Amount of its 5.150% Senior Notes due 2025 (the “2025 Notes“) and its 4.375% Senior Notes due 2027 (the “2027 Notes” together with the 2025 Notes, the “Group 2 Notes“, and together with the 2023 Notes, the “Notes“). The “Group 2 Maximum Purchase Amount” is the Maximum Tender Amount less the aggregate purchase price for the 2023 Notes validly tendered and accepted for purchase in the Tender Offers. The Company’s offer to purchase the 2023 Notes is referred to herein as the “2023 Tender Offer“, and the offer to purchase the Group 2 Notes is referred to herein as the “Group 2 Tender Offer“.
Announcement of Final Tender Results
The following tables summarize the final tender results as of 11:59 p.m., New York City time, on October 8, 2019 (the “Expiration Date“) and the principal amount of Notes that the Company has accepted for purchase:
Tender Group 1
|
Title of Security |
CUSIP and ISIN |
Principal Amount Outstanding(a) |
2023 Total Consideration(b) |
Principal Amount Tendered on or prior to the Early Tender Date(c) and Accepted for Purchase |
Principal Amount Tendered after the Early Tender Date(c) and on or prior to the Expiration Date and Accepted for Purchase |
|
4.875% Senior Notes |
CUSIP: P2205J AH3 15132H AD3 ISIN: USP2205JAH34 US15132HAD35 |
U.S.$942,853,000 |
U.S.$1,047.50 |
U.S.$319,428,000 |
U.S.$4,144,000 |
|
_______________ |
|
|
(a) |
Immediately prior to the commencement of the Tender Offers. |
|
(b) |
Per U.S.$1,000 principal amount of 2023 Notes accepted for purchase. |
|
(c) |
Early tender results as of 5:00 p.m., New York City time, on September 24, 2019 (the “Early Tender Date“). |
Tender Group 2
|
Title of Security |
CUSIP and ISIN |
Principal Amount Outstanding(a) |
Group 2 Total Consideration(b) |
Principal Amount Tendered on or prior to the Early Tender Date(c) and Accepted for Purchase |
Principal Amount Tendered after the Early Tender Date(c) and on or prior to the Expiration Date and Accepted for Purchase |
|
5.150% Senior Notes |
CUSIP: 15132H AF8 P2205J AK6 ISIN: US15132HAF82 USP2205JAK62 |
U.S.$650,000,000 |
U.S.$1,055.50 |
U.S.$122,338,000 |
U.S.$3,316,000 |
|
4.375% Senior Notes |
CUSIP: 15132HAH4 P2205JAQ3 ISIN: US15132HAH49 USP2205JAQ33 |
U.S.$1,000,000,000 |
U.S.$990.50 |
U.S.$22,666,000 |
U.S.$2,545,000 |
|
_______________ |
|
|
(a) |
Immediately prior to the commencement of the Tender Offers. |
|
(b) |
Per U.S.$1,000 principal amount of Group 2 Notes accepted for purchase. |
|
(c) |
Early tender results as of the Early Tender Date. |
According to information provided by D.F. King & Co., Inc., from September 11, 2019 (the “Commencement Date“) to the Expiration Date, a total of (i) U.S.$323,572,000 aggregate principal amount of 2023 Notes had been validly tendered, and (ii) U.S.$ 125,654,000 aggregate principal amount of 2025 Notes and U.S.$ 25,211,000 aggregate principal amount of 2027 Notes had been validly tendered.
Holders of 2023 Notes that validly tendered their 2023 Notes after the Early Tender Date but prior to or at the Expiration Date and that are accepted for purchase are eligible to receive the 2023 Total Consideration set forth under the sub-heading “2023 Total Consideration” in the table above. In addition, all holders of 2023 Notes accepted for purchase will also receive accrued and unpaid interest on their 2023 Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date the Company makes payment for such 2023 Notes tendered after the Early Tender Date but prior to or at the Expiration Date.
Holders of Group 2 Notes that validly tendered their Group 2 Notes after the Early Tender Date but prior to or at the Expiration Date and that are accepted for purchase are eligible to receive the Group 2 Total Consideration set forth under the sub-heading “Group 2 Total Consideration” in the table above. In addition, all holders of Group 2 Notes accepted for purchase will also receive accrued and unpaid interest on their Group 2 Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the date the Company makes payment for such Group 2 Notes tendered after the Early Tender Date but prior to or at the Expiration Date.
The Tender Offers
Subject to the satisfaction or waiver of all remaining conditions to the Tender Offers, the Company expects to accept for purchase all 2023 Notes and Group 2 Notes validly tendered at or prior to the Expiration Date.
Notes validly tendered and accepted for purchase after the Early Tender Date but prior to or at the Expiration Date are expected to be purchased on the “Final Settlement Date“, which date is anticipated to be October 10, 2019, subject to the terms and conditions described in the Offer to Purchase.
The Withdrawal Deadline expired on the Early Tender Date.
The Tender Offers have now expired. No Notes tendered after the Expiration Date will be accepted for purchase pursuant to the Tender Offers.
The terms and conditions of the tender offer are described in the Offer to Purchase and related Letter of Transmittal (as such term is defined in the Offer to Purchase) that were distributed to holders of Notes, as amended by the press release dated September 25, 2019.
Additional Information Relating to the Tender Offers
Morgan Stanley & Co. LLC and Santander Investment Securities Inc. are acting as the dealer managers for the Tender Offers. The information agent and depositary is D.F. King & Co., Inc. (“D.F. King“). Copies of the Offer to Purchase and Letter of Transmittal and related offering materials are available by contacting D.F. King at (800) 283-2170 (toll-free), (212) 269-5550 (banks and brokers) or email at [email protected] Questions regarding the Tender Offers should be directed to Morgan Stanley & Co. LLC, Liability Management Group, at (212) 761-1057 (collect) or (800) 624-1808 (toll-free) or Santander Investment Securities Inc., Liability Management, at (212) 940-1442 collect or (855) 404-3636 (toll-free).
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to the Offer to Purchase, which set forth the terms and conditions of the Tender Offers, and only in such jurisdictions as is permitted under applicable law.
About Cencosud S.A.
Cencosud is a leading multi-brand retailer in South America, headquartered in Chile and with operations in Chile, Brazil, Argentina, Peru and Colombia. The Company operates in supermarkets, home improvement stores, shopping centers and department stores and maintains a financial services portfolio through a wholly-owned subsidiary in Argentina and majority-owned subsidiaries and joint ventures with third parties in Chile, Brazil, Peru and Colombia.
SOURCE Cencosud S.A.