FALABELLA S.A. COMMENCES CASH TENDER OFFER FOR UP TO US$100.0 MILLION AGGREGATE PRINCIPAL AMOUNT OF 3.750% SENIOR NOTES DUE 2027

SANTIAGO, Chile, July 15, 2024 /PRNewswire/ -- Falabella S.A., a publicly traded stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile ("Chile"), having its registered office at Avenida Presidente Riesco 5685, 4th floor, Las Condes, Santiago, postal code 7560996, Chile (the "Issuer"), announces that it has commenced a tender offer (the "Tender Offer") to purchase for cash up to US$100.0 million in aggregate principal amount (subject to increase or decrease by the Issuer, in its sole discretion, the "Maximum Tender Amount") of its 3.750% senior notes due 2027 (the "Notes").

The Tender Offer is being made upon the terms and subject to the conditions set forth in an offer to purchase dated July 15, 2024 (the "Offer to Purchase"). Any capitalized term used but not defined in this press release has the respective meaning set forth in the Offer to Purchase.

The following table sets forth the material pricing terms of the Tender Offer:

Consideration

Holders who validly tender their Notes at or prior to 5:00 p.m., New York City time, on July 26, 2024 (such time and date, the "Early Tender Date") and do not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on July 26, 2024 (such time and date, the "Withdrawal Date") will be eligible to receive the Total Consideration of US$950.00 per US$1,000 principal amount of Notes tendered (the "Total Consideration"). The Total Consideration includes an Early Tender Premium of US$30.00 per US$1,000 principal amount of Notes tendered (the "Early Tender Premium").

Holders who validly tender Notes after the Early Tender Date but at or prior to 5:00 p.m., New York City time, on August 12, 2024 (such time and date, the "Expiration Date") will not be eligible to receive the Early Tender Premium and will therefore only be eligible to receive the Tender Offer Consideration of US$920.00 per US$1,000 principal amount of Notes tendered (the "Tender Consideration").

Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also be paid accrued and unpaid interest on the Notes ("Accrued Interest") up to, but excluding, the applicable Settlement Date (as defined below).

Early Settlement and Final Settlement

Following the Early Tender Date and prior to the Expiration Date, the Issuer may, but is not required to, accept the Notes validly tendered at or prior to the Early Tender Date, provided that all conditions set forth in the Offer to Purchase have been satisfied or waived. Subject to the Maximum Tender Amount, any such Notes accepted for purchase will be settled promptly thereafter, currently expected to be on or about the second business day following the Early Tender Date (the "Early Settlement Date").

Subject to the Maximum Tender Amount, the Issuer expects to settle all Notes not previously settled on the Early Settlement Date, if any, on or about the second business day following the Expiration Date (the Final Settlement Date"). Any references to "Settlement Date" refer to each of the Early Settlement Date and the Final Settlement Date as context may require.

Proration

If the purchase of all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date would cause the Issuer to accept for purchase an aggregate principal amount of Notes that exceeds the Maximum Tender Amount, then the Tender Offer will be oversubscribed at the Early Tender Date and, assuming satisfaction or waiver of the conditions to the Tender Offer, the Issuer will purchase on, at its option, the Early Settlement Date or the Final Settlement Date Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase on a prorated basis according to the principal amount of such Notes, such that the Issuer purchases an aggregate principal amount of Notes that does not exceed the Maximum Tender Amount.

If the Tender Offer is not oversubscribed at the Early Tender Date and the purchase of all Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date (when combined with all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date) would cause the Issuer to accept for purchase an aggregate principal amount of Notes that exceeds the Maximum Tender Amount, then the Tender Offer will be oversubscribed at the Expiration Date and, assuming satisfaction or waiver of the conditions to the Tender Offer, the Issuer will purchase on the Final Settlement Date Notes validly tendered at or prior to the Expiration Date and accepted for purchase, as follows:

• first, to the extent there was no Early Settlement Date, all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date; and
• second, all Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date, on a prorated basis according to the principal amount of such Notes, such that the Issuer purchases an aggregate principal amount of Notes that does not exceed the Maximum Tender Amount.

All tendered Notes not accepted will be promptly credited to the Holder's account with DTC or otherwise returned to the Holder without cost.

Conditions and Waiver

The Issuer's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of certain conditions set forth in the Offer to Purchase. The Issuer reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer, subject to applicable law. The Tender Offer is not conditioned on any minimum amount of Notes being tendered.

The Issuer has the right to amend or terminate the Tender Offer at any time and to increase or decrease the Maximum Tender Amount in its sole discretion, subject to applicable law. If the Tender Offer is terminated at any time, the Notes tendered will be promptly returned to the tendering Holders without compensation or cost to such Holders and will remain outstanding. The Issuer reserves the right, in its sole discretion, to not accept any tenders of Notes for any reason. The Issuer and its affiliates reserve the absolute right, in their sole discretion, from time to time to redeem or purchase any Notes that remain outstanding after the Expiration Date through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as they may determine, which may be more or less than the price to be paid pursuant to the Tender Offer.

The Tender and Information Agent

Copies of the Offer to Purchase are available to Holders from Global Bondholder Services Corporation, the tender agent and the information agent for the Tender Offer (the "Tender and Information Agent"). Requests for copies of the Offer to Purchase should be directed to Global Bondholder Services Corporation at 855-654-2014 (toll-free) and (212) 430-3774 (collect). 

The Dealer Managers

The Issuer has engaged J.P. Morgan Securities LLC and Santander US Capital Markets, to act as dealer managers (the "Dealer Managers") in connection with the Tender Offer. In such capacity, the Dealer Managers may contact Holders regarding the Tender Offer and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer to Purchase and related materials to beneficial owners of Notes. Any questions or requests for assistance regarding the Tender Offer may be directed to the Dealer Managers at their contact information set forth below.

Disclaimer

This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information that must be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its attorney, accountant or other independent financial or legal adviser. None of the Issuer, the Dealer Managers, the Tender and Information Agent or any affiliate of such persons expresses any opinion as to whether the terms of the Tender Offer are fair to any Holder. Holders must make their own decision as to whether to tender any Notes and, if so, the principal amount of Notes to tender.

Neither the Offer to Purchase nor any related documents have been filed with or reviewed by the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory authority, nor has any such commission or authority passed upon the accuracy or adequacy of the Offer to Purchase or any related document. Any representation to the contrary is unlawful and may be a criminal offense.

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. The Offer to Purchase will not constitute a public offer in Chile, and therefore will not be (a) subject to registration with the Chilean Financial Market Commission (Comisión para el Mercado Financiero); nor (b) made through any of the stock exchanges in Chile.

The Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Issuer or any of its affiliates in the United States, Chile or in any other jurisdiction. The Tender Offer is not being made to, nor will the Issuer accept tenders of Notes from, Holders in any jurisdiction in which the Tender Offer would not be in compliance with the securities or blue sky laws of such jurisdiction.

Important Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or that relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions. The Issuer does not undertake any 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 Falabella S.A.