Cencosud S.A. Announces Certain Amendments To And Early Tender Results Of Its Tender Offers For Up To U.S.$900,000,000 Aggregate Purchase Price Of Certain Of Its Outstanding Debt Securities

SANTIAGO, Chile, Sept. 25, 2019 /PRNewswire/ — Cencosud S.A. (BCS: Cencosud) (the “Company“) announced today, 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“), that the Company has modified certain terms of its Tender Offers described in the offer to purchase dated September 11, 2019 (the “Offer to Purchase“), in order to (i) extend the eligibility for holders of Notes who validly tender their notes at or prior to 11:59 p.m., New York City time, on October 8, 2019, or on any other date and time to which the Company extends the applicable Tender Offer (such date and time, as it may be extended with respect to a Tender Offer, the “Expiration Date“) to receive, as applicable, the 2023 Total Consideration (as defined below), or the applicable Group 2 Total Consideration, (ii) modify the method for determining the total consideration payable to holders of Group 2 Notes from a modified “Dutch auction” (as described in the Offer to Purchase) to an amount in cash equal to the amounts set forth under the sub-heading “Group 2 Total Consideration” in the second table below under the heading “Modified Terms of the Tender Offers” and (iii) modify the proration factor in respect of Group 2 Notes that are validly tendered after the Early Tender Date but on or before the Expiration Date.  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“. 

Modified Terms of the Tender Offers

Tender Group 1

Title of Security

CUSIP and ISIN

Numbers

Principal Amount Outstanding

2023 Total Consideration(a)

4.875% Senior Notes due 2023

CUSIP:     P2205J AH3

                15132H AD3

ISIN:        USP2205JAH34

                US15132HAD35

U.S.$942,853,000

U.S.$1,047.50













(a) Per U.S.$1,000 principal amount of Securities accepted for purchase.

Tender Group 2

Title of Security

CUSIP and ISIN

Numbers

Principal Amount Outstanding

Group 2 Total

Consideration(a)

5.150% Senior Notes due 2025

CUSIP: 15132H AF8

            P2205J AK6

ISIN:    US15132HAF82

           USP2205JAK62

U.S.$650,000,000

U.S.$1,055.50

4.375% Senior Notes due 2027

CUSIP: 15132HAH4

            P2205JAQ3

ISIN:    US15132HAH49

                USP2205JAQ33

U.S.$1,000,000,000

U.S.$990.50













(a) Per U.S.$1,000 principal amount of Securities accepted for purchase.

The proration factor in respect of the Group 2 Notes that are validly tendered after the Early Tender Date but on or before the Expiration Date shall be a fraction, the numerator of which is the Group 2 Maximum Purchase Amount and the denominator of which is the aggregate purchase price for all Group 2 Notes that are validly tendered after the Early Tender Date but on or before the Expiration Date.

Announcement of Early Tender Results

The Company also announced today the early tender results for its previously announced Tender Offers.  The total consideration payable for the Group 2 Notes which were validly tendered (and not validly withdrawn) on or prior to the Early Tender Date was determined by the Company pursuant to a modified “Dutch auction” as described in the Offer to Purchase.  The clearing premium determined by the Company for the Group 2 Notes was US$11.00 (the “Clearing Premium“).

The following tables summarize the early tender results as of 5:00 p.m., New York City time, on September 24, 2019 (the “Early Tender Date“), the principal amount of Notes that the Company has accepted for purchase:

Tender Group 1

Title of Security

CUSIP and ISIN

Numbers

Principal Amount

Outstanding

2023 Total

Consideration(a)

Principal Amount

Tendered and Accepted

for Purchase

4.875% Senior Notes due 2023

CUSIP:     P2205J AH3

                15132H AD3

ISIN:        USP2205JAH34

                US15132HAD35

U.S.$942,853,000

U.S.$1,047.50

U.S.$319,428,000













(a) Per U.S.$1,000 principal amount of Notes accepted for purchase.

Tender Group 2

Title of Security

CUSIP and ISIN

Numbers

Principal Amount

Outstanding

Group 2 Total

Consideration
(a)

Principal Amount

Tendered and Accepted

for Purchase

5.150% Senior Notes due 2025

CUSIP: 15132H AF8

            P2205J AK6

ISIN:    US15132HAF82

            USP2205JAK62

U.S.$650,000,000

U.S.$1,055.50

U.S.$122,338,000

4.375% Senior Notes due 2027

CUSIP: 15132HAH4

            P2205JAQ3

ISIN:    US15132HAH49

            USP2205JAQ33

U.S.$1,000,000,000

U.S.$990.50

U.S.$22,666,000













(a) Per U.S.$1,000 principal amount of Notes accepted for purchase. 

As of the previously announced Early Tender Date, according to information provided by D.F. King & Co., Inc., a total of (i) U.S.$319,428,000 aggregate principal amount of 2023 Notes had been validly tendered and not validly withdrawn in the 2023 Tender Offer, and (ii) U.S.$122,338,000 aggregate principal amount of 2025 Notes and U.S.$22,666,000 aggregate principal amount of 2027 Notes had been validly tendered and not validly withdrawn in the Group 2 Tender Offer.

Holders of 2023 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date are eligible to receive U.S.$1,047.50 per U.S.$1,000 principal amount of 2023 Notes validly tendered and accepted for purchase (the “2023 Total Consideration“), which is inclusive of an amount in cash equal to the 2023 Early Tender Premium (as such term is defined in the Offer to Purchase). Holders will also receive accrued and unpaid interest on the 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 at or prior to the Early Tender Date.

Holders of Group 2 Notes that validly tendered their Group 2 Notes on or prior to the Early Tender Date and whose Group 2 Notes are accepted for purchase are eligible to receive the Group 2 Total Consideration for each series of Group 2 Notes set forth under the sub-heading “Group 2 Total Consideration” in the table above under the heading “Announcement of Early Tender Results,” which, in each case, includes the applicable Early Tender Premium (as such term is defined in the Offer to Purchase) and the Clearing Premium, and to receive accrued and unpaid interest on the 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 at or prior to the Early Tender Date. 

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 (and not validly withdrawn) at or prior to the Early Tender Date. 

Notes validly tendered and accepted for purchase on or prior to the Early Tender Date are expected to be purchased on the “Early Settlement Date“, which date is anticipated to be September 27, 2019, subject to the terms and conditions described in the Offer to Purchase.

The Tender Offers

The Withdrawal Deadline has passed. Validly tendered Notes may no longer be withdrawn.

The Tender Offers will expire at the Expiration Date. Holders of 2023 Notes who validly tender their 2023 Notes after the Early Tender Date but prior to or at the Expiration Date and whose 2023 Notes are accepted for purchase will be eligible to receive an amount equal to the 2023 Total Consideration, and to receive accrued and unpaid interest on the 2023 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 2023 Notes.  Holders of Group 2 Notes that are validly tendered after the Early Tender Date but on or before the Expiration Date and whose Group 2 Notes are accepted for purchase will be eligible to receive the Group 2 Total Consideration, and to receive accrued and unpaid interest on the 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.

All Notes tendered prior to or at the Early Tender Date, which have been accepted for purchase on the Early Settlement Date, will have priority over Notes tendered after the Early Tender Date, and all 2023 Notes tendered pursuant to the Tender Offers will have priority over Group 2 Notes.

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 this press release.

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 cencosud@dfking.com  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.

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