Banco Santander Chile Announces Upsizing, Early Tender Results and Fixed Spread Pricing of the Cash Tender Offer for 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))

Mar 02, 2016, 11:40 ET from Banco Santander Chile

SANTIAGO, Chile, March 2, 2016 /PRNewswire/ -- Banco Santander Chile ("Santander Chile") today announced the early tender results of its previously announced cash tender offer (the "Offer") for up to $500,000,000 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") in the priority set forth in the table below  and subject to the limitations and conditions as described in Santander Chile's offer to purchase dated February 17, 2016 (the "Offer to Purchase"). The Offer was fully subscribed as of the Early Tender Deadline (as defined below). Accordingly, Santander Chile will not accept for purchase any additional Notes tendered after the Early Tender Deadline. All Notes that were validly tendered at or prior to the Early Tender Deadline will be accepted for purchase on the Early Settlement Date (as defined below). 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"). 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 Santander Chile Offer to Purchase dated February 17, 2016.

$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Rate Notes and $140,104,000 aggregate principal amount of the 2018 Floating Rate Notes were validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on March 1, 2016 (the "Early Tender Deadline"), representing 55.85% and 56.04% of the outstanding 2022 Fixed Rate Notes and 2018 Floating Rate Notes, respectively. Tendered Notes may not be withdrawn after the Early Tender Deadline.

Santander Chile also announced that it has increased the maximum aggregate principal amount of Notes that it will accept from $500,000,000 to $558,957,000 and intends to accept all Notes that were validly tendered and not withdrawn at or prior to the Early Tender Deadline. The principal amount of each series of Notes that were validly tendered and not validly withdrawn in the Offer as of the Early Tender Deadline and the principal amount of each series of Notes that have been accepted for purchase by Santander Chile are set forth in the table below.

Fixed Spread Offer

Title of Security

CUSIP

Aggregate Principal
Amount Outstanding

Acceptance
Priority Level

Principal Amount
Tendered

Principal Amount
Accepted

3.875% Senior
Fixed Rate Notes
due 2022

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

$750,000,000

1

418,853,000

418,853,000

 

Fixed Price Offer


Title of Security


CUSIP

Aggregate Principal
Amount Outstanding

Acceptance
Priority Level

Principal Amount
Tendered

Principal Amount
Accepted

3.875% Senior
Fixed Rate Notes
due 2022

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

$250,000,000

2

140,104,000

140,104,000

 

Santander Chile expects that settlement for the Notes validly tendered and not withdrawn at or prior to the Early Tender Deadline and accepted for purchase by Santander Chile will take place on March 8, 2016 (the "Early Settlement Date").

Santander Chile also announced today the determination of the Total Consideration for its 2022 Fixed Rate Notes in connection with the Fixed Spread Offer. The Total Consideration for the Fixed Spread Offer was determined based on the relevant Reference Yield as of 9:00 a.m., New York City time, on March 2, 2016, in accordance with the terms set forth in the Offer to Purchase by reference to the Fixed Spread and the Reference U.S. Treasury Security as follows:

Fixed Spread Offer

Title of
Security

CUSIP

Reference U.S.
Treasury
Security

Reference
Yield

Fixed
Spread
(basis
points)

Tender
Offer
Yield

Total
Consideration
(2)

Tender
Consideration
(2)

Early
Tender
Premium
(1)

3.875%
Senior
Fixed
Rate 
Notes due
2022

05967BAB1
144A) and
05967FAB2
Regulation S)

1.375%
Treasury due
January 31,
2021

1.362%

240 bps

3.762%

$1,006.48

$956.48

$50

 

Fixed Price Offer


Title of Security


CUSIP

Total
Consideration(2)

Tender
Consideration(2)

Early Tender
Premium (1)

Senior
Floating
Rate
Notes Due
2018

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

$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 amount to be paid on the Early Settlement Date per each $1,000 principal amount of 2022 Fixed Rate Notes validly tendered and not withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be the applicable Total Consideration set forth in the table above, which was determined in the manner described in the Offer to Purchase and calculated by the Dealer Managers at the Price Determination Time. The Early Tender Premium is included in the amount of Total Consideration.

The amount to be paid on the Early Settlement Date per each $1,000 principal amount of 2018 Floating Rate Notes validly tendered and not withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be the applicable Total Consideration set forth in the table above for the 2018 Floating Rate Notes. The Early Tender Premium is included in the Total Consideration.

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 payment date for such Purchased Notes.

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. 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