Falabella S.A. Announces Cash Tender Offers for Any and All of its Outstanding 3.750% Senior Notes due 2023 and Up to $150,000,000 in Aggregate Principal Amount of its Outstanding 4.375% Senior Notes due 2025 (subject to a maximum of $550,000,000 in aggregate principal amount of Notes purchased)

SANTIAGO, Chile, Oct. 4, 2021 /PRNewswire/ -- Falabella S.A. ("Falabella" or the "Company") today announced the commencement of tender offers to purchase for cash (1) any and all of its outstanding 3.750% Senior Notes due 2023 (the "2023 Notes," and such offer, the "2023 Notes Tender Offer") and (2) up to $150,000,000 aggregate principal amount of its outstanding 4.375% Senior Notes due 2025 (the "2025 Notes," together with the 2023 Notes, the "Notes," and such offer, the "2025 Notes Tender Offer," together with the 2023 Notes Tender Offer, the "Tender Offers"), on the terms and conditions and for the consideration set forth in the tables below.  

The 2023 Notes Tender Offer is being 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 (the "Notice of Guaranteed Delivery" and the 2023 Notes Offer to Purchase, the "2023 Notes Offer Documents").

The 2025 Notes Tender Offer is being 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" and together with the 2023 Notes Offer Documents, the "Offer Documents").

The Tender Offers are 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.

If and when the New Notes Offering is announced, holders of the 2023 Notes or 2025 Notes who wish to tender their notes and subscribe for the new notes in the New Notes Offering should quote a Unique Identifier Code (as defined in the Offer Documents) corresponding to the new notes proposed to be subscribed, which can be obtained by contacting any of the dealer managers.  A Unique Identifier Code is not required for a holder to tender its notes in the Tender Offers, but if a tendering holder wishes to subscribe for the new notes, such holder should obtain and quote a Unique Identifier Code in its ATOP Electronic Acceptance Instruction. Falabella may but is under no obligation to give priority in the allocation of new notes to those investors tendering with a Unique Identifier Code. No assurances are given that any holder that tenders notes in the Tender Offers will be given any allocation of new notes.

Summary of the 2023 Notes Tender Offer

The 2023 Notes Tender Offer will expire at 8:00 a.m., New York City time, on October 12, 2021, or such other date and time to which Falabella in its sole discretion extends the 2023 Notes Tender Offer (such date and time, as it may be extended, the "Expiration Time"). Holders of the 2023 Notes must validly tender their 2023 Notes at or prior to the Expiration Time and not validly withdraw them at or prior to 8:00 a.m., New York City time, on October 12, 2021 (the "2023 Notes Withdrawal Deadline") in order to be eligible to receive the Purchase Price.

The purchase price for the 2023 Notes is U.S.$1,048.50 per U.S.$1,000 in principal amount of 2023 Notes (the "Purchase Price") accepted in the 2023 Notes Tender Offer.

Tendered 2023 Notes may only be validly withdrawn at any time at or prior to the 2023 Notes Withdrawal Deadline and not thereafter. Subject to the satisfaction or waiver of the conditions of the 2023 Notes Tender Offer, the Purchase Price for the 2023 Notes validly tendered and not validly withdrawn at or prior to the Expiration Time is expected to be paid on or around October 15, 2021 (as such date may be extended, subject to applicable law, in Falabella's sole discretion, the "2023 Notes Settlement Date").

Guaranteed delivery procedures provided for by Falabella are available for the 2023 Notes and will allow holders who deliver a duly executed notice of guaranteed delivery and other required documents at or prior to the Expiration Time to deliver their 2023 Notes by the close of business on the second business day following the Expiration Time. The guaranteed delivery procedures that must be followed are described in the 2023 Notes Offer Documents.

Summary of the 2025 Notes Tender Offer

The 2025 Notes Tender Offer will expire at 11:59 p.m. New York City time, on November 1, 2021, unless extended or earlier terminated (such date and time, as it may be extended, the "Expiration Date").  The early tender deadline for the 2025 Notes Tender Offer will be 5:00 p.m., New York City time, on October 18, 2021 (such date and time, as it may be extended, the "Early Tender Date"). 2025 Notes tendered may be withdrawn prior to 5:00 p.m., New York City time, on October 18, 2021 (such date and time, the "2025 Notes Withdrawal Deadline"), but not thereafter, except as required by applicable law. Holders of the 2025 Notes must validly tender their 2025 Notes on or before the Early Tender Date and not validly withdraw them at or prior to the 2025 Notes Withdrawal Deadline in order to be eligible to receive the Total Consideration (as defined below). 

Holders of the 2025 Notes who validly tender their 2025 Notes on or before the Early Tender Date, do not validly withdraw them at or prior to the 2025 Notes Withdrawal Deadline and whose 2025 Notes are accepted will, subject to the terms and conditions in the 2025 Notes Offer to Purchase, receive U.S.$1,085.00 per U.S.$1,000 in principal amount of 2025 Notes accepted in the 2025 Notes Tender Offer (the "Total Consideration"), which is comprised of consideration of U.S.$1,055.00 per U.S.$1,000 in principal amount (the "Tender Offer Consideration") and an early tender premium of U.S.$30.00 per U.S.$1,000 in principal amount (the "Early Tender Payment").  Holders of the 2025 Notes who validly tender their 2025 Notes after the Early Tender Date but on or before the Expiration Date will only be eligible to receive the Tender Offer Consideration.

Tendered 2025 Notes may only be validly withdrawn at any time at or prior to the 2025 Notes Withdrawal Deadline and not thereafter. Subject to the satisfaction or waiver of the conditions of the 2025 Notes Tender Offer, the Total Consideration for the 2025 Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date is expected to be paid on or around October 21, 2021 (as such date may be extended, subject to applicable law, in Falabella's sole discretion, the "Early Settlement Date").  The Tender Offer Consideration for the 2025 Notes validly tendered after the Early Tender Date but on or prior to the Expiration Date is expected to be paid on or around November 4, 2021 (as such date may be extended, subject to applicable law, in Falabella's sole discretion, the "Final Settlement Date").

The 2025 Notes Tender Offer shall not exceed the lesser of (i) U.S.$150,000,000 in outstanding principal amount of the 2025 Notes (the "Maximum Acceptance Amount") and (ii) an aggregate principal amount of the 2025 Notes that, together with the principal amount of 2023 Notes validly tendered and not validly withdrawn in the 2023 Notes Tender Offer, equals U.S.$550,000,000 (the "Maximum Aggregate Tender Amount"). If the aggregate principal amount of 2025 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeds the Maximum Acceptance Amount or, together with the 2023 Notes validly tendered and not validly withdrawn in the 2023 Notes Tender Offer, the Maximum Aggregate Tender Amount"), holders who validly tender 2025 Notes after the Early Tender Date will not have any of their 2025 Notes accepted for payment.

If, on the Early Settlement Date or Final Settlement Date, as applicable, only a portion of outstanding 2025 Notes validly tendered (and not validly withdrawn at or prior to the 2025 Notes Withdrawal Deadline) may be accepted for purchase, the aggregate principal amount of 2025 Notes accepted for purchase will be prorated based upon the aggregate principal amount of 2025 Notes that have been validly tendered and not yet accepted for purchase in the 2025 Notes Tender Offer, such that neither the Maximum Acceptance Amount nor the Maximum Aggregate Tender Amount will be exceeded.

Payment of Accrued Interest

Falabella will pay accrued and unpaid interest on Notes validly tendered and accepted in the Tender Offers from and including the last interest payment date for such Notes up to, but not including, (i) in the case of the 2023 Notes, the Settlement Date, (ii) in the case of any 2025 Notes tendered on or before the Early Tender Date, the Early Settlement Date and (iii) in the case of any 2025 Notes tendered after the Early Tender Date, the Final Settlement Date.

Further Information

This press release is qualified in its entirety by the applicable Offer Documents.

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.

None of the delivery of this press release, the Offer Documents or any purchase pursuant to the Tender Offers shall 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.

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 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 [email protected]. Additional contact information is set forth below.

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: 

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.

SOURCE Falabella S.A.

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