Banco Santander-Chile Announces Commencement of Modified Dutch Auction Tender
Offer for its 5.375% Subordinated Notes due 2014
SANTIAGO, Chile, May 9, 2013
SANTIAGO, Chile, May 9, 2013 /PRNewswire/ -- Banco Santander-Chile
("Santander-Chile") today announced that it has commenced a cash tender offer
(the "Offer") for up to $75.0 million aggregate principal amount (as such
amount may be increased in Santander-Chile's sole discretion, the "Tender
Cap") of its outstanding 5.375% Subordinated Notes due 2014 (the "Notes").
Information related to the Notes and the Offer is listed in the table below.
Outstanding Total Consideration
Notes CUSIP Nos. Principal (Acceptable Bid
Amount Price Range)^(1)(2)
P1506AAB3; $1,045.00 - $1,065.00
Subordinated $300,000,000 $30.00
Notes due 2014
(1) Per $1,000 principal amount of Notes that are accepted for purchase.
(2) Includes the Early Tender Payment (as defined below).
The "Total Consideration" per $1,000 principal amount of Notes payable to
holders who validly tender (and do not withdraw) their Notes on or prior to
the Early Tender Date (as defined below) will be equal to a Clearing Price to
be determined pursuant to a "modified Dutch Auction" procedure and as set
forth below. Each holder that tenders Notes in the Offer will specify a "Bid
Price," within the range specified in the table above under "Total
Consideration (Acceptable Bid Price Range)", which represents the minimum
consideration such holder is willing to receive for those Notes. Holders who
tender Notes without specifying a Bid Price will be deemed to have specified
$1,045 per $1,000 principal amount of Notes. The Total Consideration payable
under the Offer, and the Bid Price specified by holders of Notes electing to
participate, includes an "Early Tender Payment" of $30.00 for each $1,000
principal amount of Notes. Holders will only be eligible to receive the Early
Tender Payment for Notes that such holders have validly tendered (and not
withdrawn) at or prior to 5:00 p.m., New York City time, on May 22, 2013,
unless extended by Santander-Chile (the "Early Tender Date"). The Offer is
scheduled to expire at 12:00 midnight, New York City time, on June 6, 2013,
unless extended or earlier terminated by Santander-Chile (the "Expiration
The "Clearing Price" will be determined based on the Bid Price of all tendered
Notes, in order of lowest to highest Bid Price. The Clearing Price will be the
single lowest Bid Price so specified that will enable Santander-Chile to
purchase an aggregate amount of Notes equal to the Tender Cap.
Santander-Chile may, but is not obligated to, elect, following the Early
Tender Date and prior to the Expiration Date, to accept Notes validly tendered
(and not withdrawn) at or prior to the Early Tender Date, provided that all
conditions to the Offer have been satisfied or waived by Santander-Chile (the
date of such acceptance, the "Early Acceptance Date"). Notes accepted on the
Early Acceptance Date may be settled on such date or promptly thereafter (the
"Early Settlement Date"). If we elect to exercise the Early Settlement Right
and accept for purchase Notes in an aggregate principal amount equal to the
Tender Cap and we do not elect to increase the Tender Cap, then we will not
accept for purchase any Note tendered after the Early Tender Date,
irrespective of the Bid Price offered for such Note.
The "Final Settlement Date" with respect to the Offer is the date that
Santander-Chile settles all Notes not previously settled on the Early
Settlement Date, if any, which is currently expected to be one business day
following the Expiration Date.
If the aggregate amount of Notes validly tendered (and not withdrawn) on or
prior to the Expiration Date with a Bid Price equal to or below the Clearing
Price exceeds the Tender Cap, then, subject to the terms and conditions of the
Offer, Santander-Chile will accept for purchase, first, all Notes validly
tendered (and not withdrawn) with a Bid Price less than the Clearing Price,
and thereafter, Notes validly tendered (and not withdrawn) with a Bid Price
equal to the Clearing Price on a prorated basis.
In addition, holders will receive accrued and unpaid interest (and any
additional amounts payable in respect thereof pursuant to the terms of the
Indenture governing the Notes) on all Notes tendered and accepted for payment
in the Offer from the last interest payment date up to, but not including, the
Early Settlement Date or the Final Settlement Date, as applicable.
Notes may be withdrawn any time prior to 5:00 p.m., New York City time, on May
22, 2013, unless extended by Santander-Chile (the "Withdrawal Date"). Holders
of Notes who tender their Notes after the Withdrawal Date, but on or prior to
the Expiration Date, may not withdraw their tendered Notes. Subject to
applicable law, Santander-Chile reserves the right, in its sole discretion, to
increase the Tender Cap. If Santander-Chile increases the Tender Cap, it does
not currently intend to extend the Withdrawal Date or the Early Tender Date or
reinstate withdrawal rights.
The Offer is conditioned on certain customary conditions. Subject to
applicable law, Santander-Chile may amend, modify or terminate the Offer at
any time in its sole discretion.
The terms and conditions of the Offer are described in the offer to purchase,
dated May 9, 2013 (as it may be amended or supplemented from time to time, the
"Offer to Purchase"), and in the related letter of transmittal that will be
sent to holders of the Notes. Holders are encouraged to read these documents
carefully when they become available. In the event of an inconsistency
between this announcement and the Offer to Purchase, the Offer to Purchase
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 Deutsche Bank Securities
Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect) or to Santander
Investment Securities Inc. at (212) 407-0995 (collect). Requests for
documentation should be directed to D.F. King & Co., Inc. at (800) 659-5550
(toll-free) or (212) 269-5550 (for banks and brokers). This press release is
for informational purposes only.
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 terms of the Offer to Purchase and related
letter of transmittal. The Offer is not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction.
The Offer to Purchase and related letter of transmittal do 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
This document may contain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934 that are not based on historical facts and are not assurances of
future results. These forward-looking statements are based on management's
current expectations and estimates about future events and financial trends,
which affect or may affect Santander-Chile's businesses and results of
operations. The words "believe," "may," "will," "estimate," "continue,"
"anticipate," "intend," "expect" and similar words are intended to identify
estimates and forward-looking statements. These statements include but are not
limited to forward-looking statements about the planned Offer, including
whether the Offer is consummated in whole or in part. Although Santander-Chile
believes that these forward-looking statements are based upon reasonable
assumptions, these statements are subject to several risks and uncertainties
and are made in light of information currently available to Santander-Chile.
Estimates and forward-looking statements involve risks and uncertainties and
are not guarantees of future performance. Any changes in such assumptions or
factors could cause actual results to differ materially from current
expectations and Santander-Chile's future results may differ materially from
those expressed in these estimates and forward-looking statements.
All forward-looking statements are expressly qualified in their entirety by
this cautionary statement, and you should not place reliance on any
forward-looking statement contained in this document. Santander-Chile
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information or future events or for any
SOURCE Banco Santander-Chile
Contact: Kristian Klein, +1-212-269-5550
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