SANTIAGO, Chile, March 8, 2016 /PRNewswire/ --
Banco Santander Chile ("Santander Chile") today announced the early settlement of its previously announced cash tender offer (the "Offer") for up to $558,957,000 combined aggregate principal amount 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") subject to the limitations and conditions as described 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"). Capitalized terms used but not defined in this release shall have the meanings given to them in the Offer to Purchase.
As previously announced, $418,853,000 aggregate principal amount of the 2022 Fixed Rate Notes and $140,104,000 aggregate principal amount of the 2018 Floating Rate Notes, representing 55.85% and 56.04% of the outstanding 2022 Fixed Rate Notes and 2018 Floating Rate Notes, respectively, were validly tendered and not withdrawn in the Offer at or prior to 5:00 p.m., New York City time, on March 1, 2016 (the "Early Tender Deadline").
Santander Chile today accepted for purchase all of the Notes validly tendered and not withdrawn as of the Early Tender Deadline in respect of the Offer, and paid to the Holders of the Notes accepted for purchase the previously announced applicable Total Consideration ($1,006.48 and $1,002.50 per $1,000 principal amount of tendered 2022 Fixed Rate Notes and 2018 Floating Rate Notes, respectively) as well as the accrued and unpaid interest on the Holders' purchased Notes from the last interest payment for such Notes to, but excluding, March 8, 2016 (the Early Settlement Date).
The Offer was fully subscribed as of the Early Tender Deadline. Accordingly, Santander Chile will not accept for purchase any additional Notes tendered after the Early Tender Deadline. The expiration date for the Offer continues to be 11:59 p.m., New York City time, on March 15, 2016, unless extended (the "Expiration Date").
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 has being sent to Holders.
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Santander Investment Securities Inc. are acting 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 has not been and will not be made to, and no tenders have been nor will 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.
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