Banco Santander-Chile Announces Expiration and Final Results of its Modified Dutch Auction Tender Offer for its 5.375% Subordinated Notes due 2014
SANTIAGO, CHILE, June 7, 2013 - Banco Santander-Chile ("Santander-Chile") today announced the expiration and final results of its previously announced cash tender offer (the "Offer") for up to $75.0 million aggregate principal amount of its 5.375% Subordinated Notes due 2014 (CUSIP Nos. P1506AAB3; 05965XAC3) (the "Notes"). The Offer expired at 12:00 midnight, New York City time, on June 6, 2013 (the "Expiration Date"). The Offer was made pursuant to the Offer to Purchase, dated May 9, 2013, as supplemented by the Supplement to the Offer to Purchase dated May 14, 2013 (the "Offer to Purchase"), and the related letter of transmittal.
Based on information provided by D.F. King & Co., Inc., the tender and information agent, $47,786,000 aggregate principal amount of Notes were validly tendered (and not withdrawn) in the Offer on or prior to the Expiration Date, all of which Santander-Chile intends to accept for purchase without amending or extending the Offer. The "Clearing Price" (as such term is defined in the Offer to Purchase) for the Notes accepted for purchase will be $1,065 per $1,000 principal amount of Notes (the "Total Consideration"), which was determined in accordance with the procedures of a "modified Dutch Auction" as more fully described in the Offer to Purchase. Holders who validly tendered (and did not withdraw) their Notes on or prior to 5:00 p.m., New York City time, on May 23, 2013 (the "Early Tender Date") received the Total Consideration payable under the Offer, which includes an "Early Tender Payment" of $30.00 for each $1,000 principal amount of Notes. Holders of Notes who validly tendered their Notes after the Early Tender Date, but on or prior to the Expiration Date will receive the Total Consideration less the Early Tender Payment for each $1,000 principal amount of Notes. In addition, Holders will receive accrued and unpaid interest on all Notes tendered and accepted for payment in the Offer from the last interest payment date up to, but not including, the applicable settlement date for the Offer. Santander-Chile accepted for purchase and paid for $45,556,000 aggregate principal amount of validly tendered Notes on May 23, 2013 and expects to accept and pay for the remaining $2,230,000 aggregate principal amount of validly tendered Notes on June 7, 2013.
Deutsche Bank Securities Inc. and Santander Investment Securities Inc. served as Dealer Managers for the Tender Offer. D.F. King & Co., Inc. served as the Tender and Information Agent for the Tender 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). 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 was made solely pursuant to the terms of the Offer to Purchase and related letter of transmittal. The Offer was not 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.
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 other reason.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Banco Santander-Chile via Thomson Reuters ONE