Cencosud S.A. announces cash tender offers for up to US$ 750,000,000TOTAL OUTSTANDING PRINCIPAL OF CERTAIN DEBT SECURITIES
For immediate release
Santiago, June 27, 2017.- Cencosud S.A. (BCS: Cencosud) (the "Company") announced today the commencement of cash tender offers (the "Tender Offers") for up to US$ 750,000,000 of the total outstanding principal amount of the bonds listed in the tables below. The Company is offering to purchase for cash (1) any and all of its 5.500% Senior Notes due 2021 (the "Any and All Notes") and (2) up to the Maximum Tender Amount of its 4.875% Senior Notes due 2023 (the "Maximum Offer Amount"). The Maximum Tender Amount is US$ 750,000,000 minus the aggregate principal amount of Any and All Notes validly tendered and accepted for purchase in the Tender Offers.
All Outstanding Securities listed below
Security Name |
CUSIP and ISIN Numbers |
Outstanding Principal Amount |
Any and All Total Consideration (b) |
5.500% Senior Bonds Maturing in 2021 |
CUSIP: P2205J AE0 15132H AA9 ISIN: USP2205JAE03 US15132HAA95 |
U.S.$750,000,000 |
U.S.$1,098.75 |
Up to the Maximum Aggregate Offer Amount of the (a) Listed Outstanding Securities Below
Security Name |
CUSIP and ISIN numbers |
Outstanding Principal Amount |
Late Tender Offer Consideration (b) |
Early Tender Offer Payment (b) |
Total Consideration of the Maximum Acquisition Offer (b) |
4.875% Senior Bonds due 2023 |
CUSIP: P2205J AH3 15132H AD3 ISIN: USP2205JAH34 US15132HAD35 |
U.S.$1,200,000,000 |
U.S.$1,052.50 |
U.S.$30.00 |
U.S.$1,082.50 |
a) The offer with respect to the 4.875% Senior Bonds due 2023 is subject to a Maximum Principal Amount equal to US$750,000,000 minus the total principal amount of Any and All Bonds validly tendered and accepted for purchase in the Any and All Offer (as defined below). If all outstanding Any and All Bonds are validly tendered and accepted for purchase in the Any and All Offer, deliveries of Maximum Offer Consideration pursuant to the Maximum Offer Amount (as defined below) will be accepted for purchase unless the Maximum Principal Amount is increased. Cencosud will allocate the Maximum Principal Amount for the purchase of Bonds in the Maximum Offer as further detailed in this document.
b) For each US$1,000 principal amount.
The Bonds accepted in the Tender Offers will be purchased and canceled by the Company and will no longer represent outstanding obligations of the Company. This announcement does not contain all the terms and conditions of the Tender Offers, which are set forth and subject to the terms and conditions, including the financing condition, the minimum tender condition, and other general conditions, set forth in the Company's Offer to Purchase dated June 27, 2017 (the "Offer to Purchase").
The Any and All Offer will expire at 5:00 p.m., New York City time, on July 11, 2017, unless extended or earlier terminated (such time and date, as the same may be extended, the "Any and All Bonds Offer Expiration Date"). The consideration (the "Any and All Total Consideration") offered for each US$1,000 principal amount of the Any and All Bonds validly tendered and accepted for purchase pursuant to the Any and All Offer will be $1,098.75. Holders of the Any and All Bonds must validly tender and not validly withdraw their Any and All Bonds prior to or on the Any and All Bonds Offer Expiration Date in order to be eligible to receive the Any and All Total Consideration.
The Maximum Offer Amount Offer will expire at 11:59 p.m., New York City time, on July 25, 2017 (the "Maximum Offer Expiration Date"). Holders of Maximum Offer Amount Bonds must validly tender and not validly withdraw their Maximum Offer Amount Bonds prior to or at 5:00 p.m., New York City time, on July 11, 2017, unless extended or earlier terminated (such date and time, even if extended, the "Early Tender Date"), in order to be eligible to receive $1,082.50 per $1,000 principal amount of Maximum Offer Amount Bonds validly tendered and accepted for purchase (the "Maximum Offer Total Consideration" and each of the Any and All Total Consideration and the Maximum Offer Total Consideration are referred to herein as the applicable "Total Consideration"), which includes an amount in cash equal to the amounts set forth in the second table above under the heading "Early Tender Payment" (the "Early Tender Payment"). Holders of Maximum Offer Amount Bonds who validly tender their Maximum Offer Amount Bonds after the Early Tender Date, but prior to or on the Maximum Offer Expiration Date, will be eligible to receive an amount equal to the Maximum Offer Total Consideration minus the Early Tender Payment (the "Late Tender Offer Consideration"). The Early Tender Payment is not applicable to the Any and All Bonds Offer.
Bonds Any and All delivered in accordance with the Any and All Bond Tender Offer (as defined below) may be withdrawn before or at, but not after, 5:00 p.m., New York City time, on July 11, 2017, and Maximum Offer Bonds tendered pursuant to a Maximum Offer (as defined below) may be withdrawn before or at, but not after, 5:00 p.m., New York City time, on July 11, 2017 (such date and time, even if extended, with respect to the Any and All Bonds or Maximum Offer Bonds, the applicable "Withdrawal Deadline").
In addition to the applicable Total Consideration or Late Tender Offer Consideration, as applicable, all holders of Bonds accepted for purchase will also receive accrued and unpaid interest on the Bonds validly tendered (and not validly withdrawn) and accepted for purchase up to, but not including, the applicable interest payment date, but excluding the date on which the Company makes payment for such Bonds, which is anticipated to be (i) on or around July 17, 2017 for Any and All Bonds, (ii) on or around July 17, 2017 for Maximum Offer Bonds tendered on or prior to the Early Tender Date, and (iii) on or around July 28, 2017, for Maximum Offer Bonds tendered after the Early Tender Date.
The Company will only accept for purchase Maximum Offer Bonds in an aggregate principal amount that does not exceed the Maximum Aggregate Principal Amount. The Maximum Aggregate Principal Amount will not be determined until the total principal amount of Any and All Bonds validly tendered and accepted for purchase by the Company in the Any and All Offer is determined. If the total principal amount of Any and All Bonds validly tendered and accepted for purchase in the Any and All Offer equals or exceeds the Maximum Aggregate Principal Amount, no holders of Maximum Offer Bonds pursuant to the Maximum Offer will be accepted for purchase unless the Maximum Aggregate Principal Amount is increased. If there is sufficient remaining principal amount to purchase some, but not all, of the validly tendered and not validly withdrawn Maximum Offer Bonds, the amount of Maximum Offer Bonds purchased may be subject to proration. If the Company purchases on the Early Settlement Date, if any, a total principal amount of Maximum Offer Bonds equal to the Maximum Aggregate Principal Amount, then Maximum Offer Bonds tendered after the Early Tender Date pursuant to the Maximum Offer will not be purchased, unless the Company increases the Maximum Aggregate Principal Amount after the Early Tender Date. The Company reserves the right, but is under no obligation, to increase or decrease the Maximum Aggregate Principal Amount at any time in its sole discretion, without extending the Maximum Withdrawal Date of the Offer, subject to applicable law.
The Company's obligation to accept for purchase and pay for the Bonds validly tendered (and not validly withdrawn) in the Tender Offers is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase, including a financing condition, a minimum tender condition, and other customary conditions. Subject to applicable law and the terms set forth in the Offer to Purchase, the Company reserves the right to: (i) waive any and all conditions, including the financing condition and/or the minimum tender condition, to the Tender Offers; (ii) extend or terminate any of the Tender Offers; (iii) increase or decrease the Maximum Aggregate Principal Amount; or (iv) otherwise amend any of the Tender Offers in any manner.
Information regarding the public tender offer
J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated act as the transaction managers for the Acquisition Offers. The information agent and depositary is Global Bondholder Services Corporation ("GBS"). Copies of the Offer to Purchase, Letter of Transmittal, and Guaranteed Delivery Notice, with respect to the Any and All Offer, and related offering materials are available by contacting GBS at (866) 470-3800 (toll-free), (212) 430-3774 (banks and brokers), or www.gbsc-usa.com/Cencosud/. Questions regarding the Acquisition Offers should be directed to JP Morgan Securities LLC, Latin America Debt Capital Markets, at (212) 834-7279 (collect) or (866) 846-2874 (toll-free), or Merrill Lynch, Pierce, Fenner & Smith Incorporated, Liability Management Group, at (646) 855-8988 or (888) 292-0070 (toll-free).
This press release shall not constitute an offer to sell, a solicitation to buy, or an offer to purchase or sell securities. The Acquisition Offers are made solely pursuant to an Offer to Purchase dated June 27, 2017, which sets forth the terms and conditions of the Acquisition Offers, and only in jurisdictions permitted by applicable law.
Disclosure regarding forward-looking statements
Forward-looking statements are included herein, including statements regarding anticipated financing. There are many factors that could cause the Company's actual views on future events and trends in the business and operations of the company to differ materially from those expressed in or implied by such forward-looking statements, all of which are more fully described in the company's filings with the Securities and Exchange Commission. The company undertakes no obligation to update forward-looking statements to reflect events or circumstances included in this press release or any of its public filings.
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