Banco Santander Chile Announces a Cash Tender Offer for up to $500,000,000 Combined Aggregate Principal Amount of its 3.875% Senior Fixed Rate Notes due 2022 (ISIN/CUSIP US05967BAB18/05967BAB1 (144A) and US05967FAB22/05967FAB2 (Reg S)) and its Senior Floating Rate Notes due 2018 (ISIN/CUSIP US05967PAD69/05967PAD6 (144A) and US05967QAD43/05967QAD4 (Reg S))

Feb 17, 2016, 13:22 ET from Banco Santander Chile

SANTIAGO, Chile, Feb. 17, 2016 /PRNewswire/ -- Banco Santander Chile ("Santander Chile") today announced the commencement of a cash tender offer for up to $500,000,000 combined aggregate principal amount (the "Tender Cap") of its outstanding 3.875% Senior Fixed Rate Notes due 2022 (the "2022 Fixed Rate Notes") and Senior Floating Rate Notes due 2018 (the "2018 Floating Rate Notes" and, together with the 2022 Fixed Rate Notes, the "Notes," and each a "series" of Notes) from each registered holder of Notes (a "Holder") in the priority set forth in the table below and subject to the limitations and conditions as described herein and in Santander Chile's offer to purchase dated February 17, 2016 (the "Offer to Purchase"). Santander Chile refers to its offer with respect to the 2022 Fixed Rate Notes as the "Fixed Spread Offer" and its offer with respect to the 2018 Floating Rate Notes as the "Fixed Price Offer" (and, together with the "Fixed Spread Offer," the "Offer"). There is currently $750,000,000 and $250,000,000 in aggregate principal amount of the 2022 Fixed Rate Notes and 2018 Floating Rate Notes, respectively, outstanding.

In the Offer, Santander Chile is offering to purchase, under the terms and subject to the conditions set forth in the Offer to Purchase, its 2022 Fixed Rate Notes and 2018 Floating Rate Notes as summarized in the table below:

Fixed Spread Offer

Title of Security

CUSIP

Principal Amount Outstanding

Acceptance Priority Level

Reference U.S. Treasury
Security

Bloomberg Reference page

Fixed Spread (basis points)

Early
Tender
Premium(1)

3.875% Senior Fixed Rate  Notes due 2022

05967BAB1 (144A) and 05967FAB2 (Regulation S)

$750,000,000

1

1.375% Treasury due January 31, 2021

FIT1

240 bps

$50

Fixed Price Offer

Title of Security

CUSIP

Principal Amount Outstanding

Acceptance Priority Level

Total Consideration(2)

Tender Consideration(2)

Early
Tender
Premium(1)

Senior Floating Rate Notes Due 2018

05967PAD6 (144A) and 05967QAD4 (Regulation S)

$250,000,000

2

$1,002.50

$952.50

$50

 

(1)

Per $1,000 principal amount of Notes tendered and accepted for purchase. Upon the terms and subject to the conditions set forth herein, an early tender premium (the "Early Tender Premium") will be paid to Holders of Notes who tender, and do not validly withdraw, their Notes at or before the Early Tender Deadline (defined below).

(2)

Per $1,000 principal amount of Notes tendered and accepted for purchase. We will also pay accrued and unpaid interest to, but not including, the applicable Settlement Date (as defined below).

 

The Offer is scheduled to expire at 11:59 p.m., New York City time, on March 15, 2016, unless extended (the "Expiration Time").  Holders of Notes that are validly tendered and not validly withdrawn at or before 5:00 p.m., New York City time, on March 1, 2016 (the "Early Tender Deadline") and accepted for purchase will receive the applicable Total Consideration for such Notes.  The date of payment for such Notes is referred to as the "Early Settlement Date."  Holders of Notes that are validly tendered after the Early Tender Deadline and at or before the Expiration Time and accepted for purchase will receive the applicable Tender Consideration for such Notes, which equals the Total Consideration for Notes of such series minus the applicable Early Tender Premium (the "Tender Consideration").  The date of payment for such Notes is referred to as the "Final Settlement Date."  Holders whose Notes are accepted for purchase pursuant to the Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the applicable Settlement Date (and any additional amounts payable in respect thereof pursuant to the terms of the Fiscal and Paying Agency Agreement governing the Notes). The Early Settlement Date is expected to be March 8, 2016 and the Final Settlement Date is expected to occur on or around March 18, 2016. 

The "Total Consideration" per each $1,000 principal amount of 2022 Fixed Rate Notes tendered and accepted for payment pursuant to the Fixed Spread Offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified in the table above for the 2022 Fixed Rate Notes over the yield based on the bid-side price of the applicable U.S. Treasury Security specified  in the table above, as calculated by the dealer managers for the Offer at 9:00 a.m., New York City time, on March 2, 2016. The Early Tender Premium is included in the amount of Total Consideration.

The "Total Consideration" per each $1,000 principal amount of 2018 Floating Rate Notes tendered and accepted for payment pursuant to the Fixed Price Offer is set forth in the table above. The Early Tender Premium is included in the amount of Total Consideration.

Notes tendered before 5:00 p.m., New York City Time, on March 1, 2016 (the "Withdrawal Deadline") may be validly withdrawn at any time at or before the Withdrawal Deadline, but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by Santander Chile). Notes tendered after the Withdrawal Deadline may not be withdrawn except in certain limited circumstances where additional withdrawal rights are required by law (as determined by Santander Chile).

Tendered Notes will be accepted in the order of the acceptance priority levels set forth in the table above, and based on whether the Notes are tendered at or before the Early Tender Deadline or after the Early Tender Deadline, as described in the Offer to Purchase.  Under certain circumstances, the company will accept tendered Notes of one or more of the series on a pro rata basis as further described in the Offer to Purchase. 

Notes will be accepted for purchase in the following order on the Early Settlement Date (as defined below):  first, all 2022 Fixed Rate Notes validly tendered, accepted and not validly withdrawn at or before the Early Tender Deadline; and, second, 2018 Floating Rate Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline. If the Offer is fully subscribed up to the amount of the Tender Cap as of the Early Tender Deadline, Notes (including 2022 Fixed Rate Notes) that are validly tendered after the Early Tender Deadline will not be accepted for purchase.  If the Offer is not fully subscribed up to the amount of the Tender Cap as of the Early Tender Deadline, additional Notes will be accepted for purchase in the following order on the Final Settlement Date (as defined below): first, 2022 Fixed Rate Notes validly tendered and not validly withdrawn after the Early Tender Deadline and prior to the Expiration Time; and, second, 2018 Floating Rate Notes validly tendered and not validly withdrawn after the Early Tender Deadline and prior to the Expiration Time.

The Offer is conditioned on satisfaction or waiver of certain conditions set forth in the Offer to Purchase.  The Offer is not conditioned on financing or on a minimum principal amount of Notes being tendered.

The Offer is being undertaken as a part of Santander Chile's active management of liabilities and capital, and is focused on core capital generation as well as the optimization of the future interest expense. The Offer is also designed to provide liquidity in the market and to offer Holders the possibility to exit their investment in the Notes.

Additional terms and conditions of the Offer are contained in the Offer to Purchase, which is being sent to Holders.

Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Santander Investment Securities Inc. will act as dealer managers (the "Dealer Managers") in connection with the Offer. D.F. King & Co., Inc. is the tender and information agent for the Offer. Questions regarding the Offer should be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), Deutsche Bank Securities Inc. at (855) 287-1922 (toll-free) or (212) 250-7527 (collect) or to Santander Investment Securities Inc. at (855) 404-3636 (toll-free) or (212) 940-1422 (collect). Requests for documentation should be directed to D.F. King & Co., Inc. at (800) 398-1247 (toll-free), (212) 709-3328 (by fax, Attention: Peter Aymar), or (212) 269-5550 (for banks and brokers). This press release is for informational purposes only.

The Offer will not be made to, and any tenders will not be accepted from, or on behalf of, Holders in any jurisdiction in which the making of such tender offer would not be in compliance with the laws or regulations of such jurisdictions. This press release is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes or any other securities. The Offer is being made solely pursuant to the Offer to Purchase. The Offer to Purchase does not constitute an offer to purchase in Chile or to any resident of Chile, except as permitted by applicable Chilean law. None of Santander Chile, the Dealer Managers or D.F. King & Co., Inc. makes any recommendation as to whether Holders should tender or refrain from tendering their Notes. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.

THE OFFER IS SUBJECT TO OFFER AND DISTRIBUTION RESTRICTIONS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTIONS, INCLUDING APPLICABLE SECURITIES OR "BLUE SKY" LAWS.  THE DISTRIBUTION OF THIS ANNOUNCEMENT IN THOSE JURISDICTIONS IS RESTRICTED BY THE LAWS OF SUCH JURISDICTIONS.

Forward-Looking Statements

We consider portions of this press release to be forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "will," "plan," "should," "expect," "anticipate," "estimate," "continue" or comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved.  Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of risks and uncertainties, including, without limitation, possible changes in the timing and consummation of the Offer and other matters detailed in Santander Chile's filings with the Securities and Exchange Commission.  Readers are cautioned not to place undue reliance on these forward-looking statements. We assume no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise except as may be required under Rule 14e-1 under the Securities Exchange Act of 1934, as amended.

The forward-looking statements contained in this press release speak only as of the date of this press release. Santander Chile undertakes to publicly update, to the extent required by federal securities laws, any forward-looking statement to reflect events or circumstances after such dates or to reflect the occurrence of unanticipated events.

SOURCE Banco Santander Chile