Banco Santander-Chile Announces Early Tender Date Results of its Modified Dutch Auction Tender Offer for its 5.375% Subordinated Notes due 2014
SANTIAGO, Chile, May 23, 2013 /PRNewswire/ -- Banco Santander-Chile ("Santander-Chile") today announced that, as of 5:00 p.m., New York City time, on May 22, 2012 (the "Early Tender Date"), it had received valid tenders of $45,556,000 aggregate principal amount of its 5.375% Subordinated Notes due 2014 (CUSIP Nos. P1506AAB3; 05965XAC3) (the "Notes"), pursuant to Santander-Chile's previously announced cash tender offer for the Notes (the "Offer").
On May 9, 2013, Santander-Chile commenced the Offer for up to $75.0 million aggregate principal amount (as such amount may be further increased in Santander-Chile's sole discretion) of Notes at a purchase price per $1,000 principal amount of Notes determined in accordance with the procedures of a "modified Dutch Auction," as more fully described in the Offer to Purchase, dated May 9, 2013, as supplemented by the Supplement to the Offer to Purchase dated May 14, 2013 (and as it may be further amended or supplemented from time to time, the "Offer to Purchase"), and in the related letter of transmittal.
Holders who validly tendered (and did not withdraw) their Notes on or prior to the Early Tender Date, and whose Notes are purchased pursuant to the Offer, will be entitled to receive the "Total Consideration" payable under the Offer of $1,065 per $1,000 principal amount of Notes, which includes an "Early Tender Payment" of $30.00 for each $1,000 principal amount of Notes. In addition, holders will receive accrued and unpaid interest on all Notes tendered and accepted for payment in the Offer from the last interest payment date up to, but not including, the early settlement date for the Notes. Santander-Chile intends to accept and pay for the Notes validly tendered and not withdrawn by the Early Tender Date on or about May 23, 2013.
Holders of Notes who have not already tendered their Notes may do so at any time on or prior to 12:00 midnight, New York City time, on Monday, June 6, 2013, unless the Offer is extended or earlier terminated by Santander-Chile. However, any such tender will not be entitled to receive the Early Tender Payment. Withdrawal rights for the Tender Offer have expired and have not been extended.
The terms and conditions of the Offer are described in the Offer to Purchase and remain unchanged. Subject to applicable law, Santander-Chile may further amend, modify or terminate the Offer at any time in its sole discretion.
Santander-Chile has retained Deutsche Bank Securities Inc. and Santander Investment Securities Inc. 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 Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect) or to Santander Investment Securities Inc. at (212) 407-0995 (collect). Requests for documentation should be directed to D.F. King & Co., Inc. at (800) 659-5550 (toll-free) or (212) 269-5550 (for banks and brokers). This press release is for informational purposes only.
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 terms of the Offer to Purchase and related letter of transmittal. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The Offer to Purchase and related letter of transmittal do 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.
This document may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 that are not based on historical facts and are not assurances of future results. These forward-looking statements are based on management's current expectations and estimates about future events and financial trends, which affect or may affect Santander-Chile's businesses and results of operations. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify estimates and forward-looking statements. These statements include but are not limited to forward-looking statements about the planned Offer, including whether the Offer is consummated in whole or in part. Although Santander-Chile believes that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to Santander-Chile. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations and Santander-Chile's future results may differ materially from those expressed in these estimates and forward-looking statements.
All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this document. Santander-Chile undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
SOURCE Banco Santander-Chile