Falabella SA announces the results of the expiry and call for tenders of its cash tender offer for all of its 3.750% senior bonds outstanding due 2023

Santiago, Chile, 12 October 2021 / PRNewswire / – Falabella SA (“Falabella” or the “Company”) today announced the results of the tender for its cash tender offer (the “Public Offer of Purchase of 2023 Bonds “) all of its outstanding 3.750% Senior Bonds maturing in 2023 (the“ 2023 Bonds ”), for the purchase price indicated in the table below.

Remarks

CUSIP and ISIN
Numbers

The principal amount
Exceptional

Purchase price (1)

3.750% senior bonds due 2023

CUSIP: 78386F AA4 (144A);
P82290 AA8 (Reg.S) /
ISIN: US78386FAA49 (144A);
USP82290AA81 (Reg. S)

500,000,000 USD

$ 1,048.50

  1. In the USA$ 1,000 principal of the 2023 Notes, validly offered and accepted for purchase, excluding accrued interest, which will be paid in addition to the purchase price.

The Public Offer to Purchase the 2023 Bonds was made in accordance with the terms and subject to the conditions set out in the tender offer for the 2023 Bonds dated October 4, 2021 (the “Offer to Purchase the 2023 Tickets”) and a Notice of Guaranteed Delivery dated the same day (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase the 2023 Tickets, the “Documents of offers 2023 tickets ”).

2023 bonds deposited, aggregate purchase price and payment of accrued interest

As previously announced, the expiry date of the 2023 Public Offer to Purchase Securities has been 8h00, New York City It’s time 12 October 2021 (such as date and time, “Expiration time”). From the expiration time, $ 307,601,000 in the total principal amount of the 2023 Bonds in circulation had been validly tendered and not validly withdrawn in accordance with the Public Offer to Purchase the 2023 Bonds (excluding approximately $ 2 million mainly of 2023 Securities for which a guaranteed delivery notice has been given but which have not yet been delivered). All validly offered and invalidly withdrawn 2023 tickets have been accepted for purchase, and the aggregate purchase price is approximately $ 322.5 million. The settlement of the Public Offer to Purchase the 2023 Notes should take place on or around October 15, 2021 (as this date may be extended, subject to applicable law, at Falabella’s sole discretion, the “Settlement Date”).

Under the terms and subject to the conditions of the 2023 Public Offer to Purchase the Securities set out in the 2023 Securities Offer Documents, including the Funding Condition described below, the holders of 2023 Securities who have validly tendered and have not validly withdrawn their 2023 Notes by the Expiry Time at the latest will receive, on the Settlement Date, the corresponding purchase price, plus accrued and unpaid interest thereon (up to but excluding the Settlement Date).

Payment by Falabella for the 2023 Notes deposited and accepted for payment under a Notice of Guaranteed Delivery is expected to occur on the Settlement Date, subject to and after receipt by the Information and Submission Agent of a Duly signed guaranteed delivery notice and other documents required no later than the Expiration Time and delivery of the 2023 Notes deposited by 5:00 p.m., New York City It’s time October 14, 2021, on the second business day following the Expiry Time, all as provided for in the 2023 Bond Offer Documents.

Public offer to purchase 2025 tickets

Simultaneously with the start of the public tender offer for the 2023 Notes, Falabella also launched its tender offer to purchase for cash certain of its outstanding 4.375% Senior Notes due 2025 (the “2025 Notes” and, together with the 2023 Notes, the “Notes”, and this offer, the “2025 Securities Repurchase Offer”, and together with the 2023 Securities Repurchase Offer, the “Repurchase Offers”) under the terms and subject to the conditions set out in the purchase offer for the 2025 Notes dated October 4, 2021 (the “2025 Bond Offer” and, together with the 2023 Bond Offer Documents, the “Offer Documents”).

Further information

Falabella’s obligation to purchase Notes in the Takeover Bids is subject to certain conditions, including the Funding Condition (as defined in the Offer Documents), relating to the success of an early offer. and the sale of new securities (the “New Securities Offer”) which would provide Falabella with sufficient cash proceeds to purchase the Securities deposited and accepted under the Takeover Bids. The New Bonds Offer is not conditional on the successful completion of the Takeover Bids.

This press release is qualified in its entirety by the applicable Offer Documents. This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Takeover Bids. Tender Bids are made in accordance with the applicable Tender Documents, which set out the full terms and conditions of the Tender Bids. Noteholders are urged to carefully read the applicable Offer Documents before making any decision regarding their Notes. Take-over Bids are not made to, and the Company will not accept offers of Securities from holders in any jurisdiction in which it is illegal to make such an offer.

All tickets that are not purchased under the take-over bids will remain in circulation. To the extent that the Company consumes the Takeover Bids, the trading market for your outstanding Securities may be considerably more limited. For a discussion of this and other considerations, see “Special Considerations” in the applicable Offering Documents.

The delivery of this press release, the Offer Documents or any purchase under the Tender Offers should in no way imply that the information contained in this press release or these Offer Documents is correct at all times after the date hereof or that there has been no change in the information set out therein or in the affairs of the Company since the date hereof or hereof.

Any New Notes offered or sold in connection with the New Notes offering will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), and therefore may not be offered or sold. in United States in the absence of registration under or under an applicable exemption from the registration requirements of the Securities Act.

The information agent and tender agent for each of the take-over bids is DF King & Co., Inc. – toll free: +1 (800) 669-5550 or email falabella @ dfking. com. Additional contact information is provided below.

By mail, by hand or by night courier:

48 Wall Street

22nd floor

New York, New York 10005

United States

Attention: Michael Horthman

By fax:

(for eligible establishments only)

+1 (212) 232-3223

Attention: Michael Horthman

Confirmation by phone:

+1 (212) 232-3233

Copies of the Offer Documents are available at the following Internet address: www.dfking.com/falabella.

Any questions or requests for assistance or additional copies of this notice may be directed to the Dealer Managers at their respective telephone numbers set out below or, if by a Holder, to the Dealer, Broker, Commercial Bank, to the trust company or other agent of such holder. for assistance with public tender offers.

The dealer managers for take-over bids are:

Citigroup World Markets Inc.
388 Greenwich Street, 4th Floor. Trade
New York, New York 10013
US Toll Free: +1 (800) 558-3745
Collect: +1 (212) 723-6106
Attention: Responsibility Management Group

Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
US Toll Free: +1 (800) 828-3182
Collect: +1 (212) 357-1452
Attention: Responsibility Management Group

JP Morgan Securities LLC
388 Madison Avenue
New York, New York 10179
Toll free number in the United States: +1 (866) 846-2874
Collect: +1 (212) 834-7279
Attention: Latin American Debt Capital Markets

None of Falabella, the Bidding Agent, Information Agent, Dealer Managers, Trustee or any of their respective Affiliates makes any recommendation as to whether Holders should redeem their tickets in take-over bids. The Holders must make their own decision as to their participation in the Takeover Bids and, where applicable, the principal amount of the Notes they wish to tender.

Caution regarding forward-looking statements

This press release contains statements that constitute forward-looking statements. These statements appear in several places and include statements about our current intent, beliefs or expectations, and those of our officers, with respect to (among other things) our financial condition and take-over bids.

Our forward-looking statements are primarily based on current expectations and estimates of future events and trends, which affect, or may affect, our business and results of operations. Although we believe these forward-looking statements are based on reasonable assumptions, they are subject to several risks and uncertainties and are based on information currently available to us.

The words “believe”, “can”, “maybe”, “can”, “estimate”, “continue”, “anticipate”, “intend”, “hope” and similar words are intended to identify forward-looking statements. Forward-looking statements refer only to the date on which they were made, and none of Falabella, the tendering agent, the information agent, the dealer managers or any company affiliated with any from them does not undertake to update or revise any estimate or statement due to new information, future events or any other factor. Forward-looking statements involve risks and uncertainties and are not guarantees of future performance, as actual results or developments may differ materially from the expectations described in forward-looking statements. In light of the risks and uncertainties described above, the events mentioned in the forward-looking statements included in this press release may or may not occur, or may differ materially from those expressed in our forward-looking statements, due to factors that include but are not limited to those mentioned in the applicable offering documents under the heading “Caution Regarding Forward-Looking Statements”. Holders are cautioned not to place undue reliance on any estimates or forward-looking statements in making decisions regarding the Notes or the take-over bids.

None of Falabella, the bidding agent, information agent, dealer managers, trustee or any company affiliated with any of them undertakes to update or to revise forward-looking statements, whether as a result of new information, future events or otherwise. .

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