Banco Santander-Chile Announces the Settlement of the Cash Tender Offer for its Ps.247,255,000,000 CLP-Denominated 6.50% Senior Notes due 2020 (ISIN/CUSIP US05965XAP42/05965XAP4 (144A) and USP15069AL46/P15069AL4 (Reg S))
SANTIAGO, Chile, Feb. 21, 2014 /PRNewswire/ -- Banco Santander-Chile ("Santander-Chile") today announced the settlement of its previously announced cash tender offer (the "Tender Offer") for any and all of the outstanding Ps.247,255,000,000 CLP-Denominated 6.50% Senior Notes due 2020 (the "Notes"). The Tender Offer which expired at 5.00 p.m., New York City Time, on February 19, 2014, was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 12, 2014, and this release should be read in conjunction with that document.
Ps.118,409,000,000 aggregate principal amount of the Notes were validly tendered in the Tender Offer, representing approximately 79.56% of the outstanding Notes. Santander-Chile has accepted for purchase all of the Notes validly tendered and not withdrawn in respect of the Tender Offer.
Santander-Chile paid the consideration (Ps.500,000 per Ps.500,000 principal amount of Notes) plus accrued and unpaid interest to, but not including, February 21, 2014. Because the Depository Trust Company does not have the ability to deliver payments to its participants in Chilean pesos, such amount was paid in U.S. dollars, calculated by exchanging the Chilean peso amount into U.S. dollars at the Dolar Observado rate reported by the Central Bank of Chile (Banco Central de Chile) on the morning of February 21, 2014. The consideration (excluding accrued and unpaid interest) paid by Santander-Chile per Ps. 500,000 principal amount of Notes expressed in U.S. dollars based on such rate was $900.30. The total amount paid by Santander-Chile for all of the Notes validly tendered and not withdrawn expressed in U.S. dollars was $218,943,282.79.
Deutsche Bank Securities Inc. and Santander Investment Securities Inc. were the Dealer Managers for the Tender Offer. D.F. King & Co. served as the Information and Tender Agent for the Tender Offer.
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 Tender Offer was made solely pursuant to the terms of the Offer to Purchase. The Offer to Purchase did not constitute an offer to purchase in Chile or to any resident of Chile, except as permitted by applicable Chilean law.
THE TENDER OFFER WAS SUBJECT TO OFFER AND DISTRIBUTION RESTRICTIONS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE TENDER OFFER WOULD NOT HAVE BEEN 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 Tender 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.
For further information, please contact:
The Dealer Managers
DEUTSCHE BANK SECURITIES
Deutsche Bank Securities Inc.
60 Wall Street
Santander Investment Securities Inc.
45 East 53rd Street
New York, NY 10022
Attention: Syndicate Department
The Information and Tender Agent
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers call collect: (212) 269-5550
All others call toll free: (800) 488-8095
(For Eligible Institutions only):
Attn: Elton Bagley
SOURCE Banco Santander-Chile