SANTIAGO, Chile, April 6, 2026 /PRNewswire/ — Cencosud S.A. (the “Company”) today announced the commencement of an offer to purchase for cash any and all of its outstanding 4.375% Notes due 2027 (the “Notes”) (the “Offer”). The Offer is being made upon the terms and subject to the conditions (including the Financing Condition (as defined in the Offer to Purchase)) set forth in the offer to purchase dated April 6, 2026 (the “Offer to Purchase”) and the notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”).
The table below summarizes certain payment terms for the Notes:
|
Description of Security |
CUSIP No. |
ISIN |
Outstanding Principal Amount |
Consideration per |
|
4.375% Senior Notes |
144A: 15132H AH4 Reg S: P2205J AQ3 |
144A: US15132HAH49 |
US$974,789,000 |
US$1,003 |
|
* |
The Consideration for the Notes will be paid together with accrued and unpaid interest from the last interest payment date for the Notes up to, but not including, the Settlement Date (as defined below). |
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The Offer will expire at 5:00 p.m., New York City time, on April 10, 2026, or any other date and time to which the Company extends the Offer (such date and time, as it may be extended, the “Expiration Time”). Holders of Notes must validly tender their Notes at or prior to the Expiration Time and not validly withdraw them at or prior to the applicable Withdrawal Deadline (as defined in the Offer to Purchase) in order to be eligible to receive the Consideration (as defined in the Offer to Purchase) plus accrued interest for such Notes. Tendered Notes may be validly withdrawn at any time at or prior to the Withdrawal Deadline but not thereafter.
The obligation of the Company to purchase Notes in the Offer is conditioned on the satisfaction or waiver of certain conditions, including, without limitation, the Financing Condition, described in the Offer Documents. The Company reserves the right, in its sole discretion, to amend or terminate the Offer at any time.
The Offer is being made in connection with a proposed offering of U.S. dollar denominated senior notes (the “New Notes”) to be issued by the Company (the “Proposed New Notes Offering”). The Proposed New Notes Offering will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended.
If the proposed offering of New Notes is announced, the Company will review tender instructions received on or prior to the pricing date of the New Notes. However, no assurances can be given that any Holder that tenders its Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.
The information and tender agent for the Offer is Global Bondholder Services Corporation. To contact the information and tender agent, banks and brokers may call +1 (212) 430-3774, and others may call U.S. toll-free: +1 (855) 654-2014 or email [email protected]. Additional contact information is set forth below.
|
By Mail, Hand or 65 Broadway – Suite 404 |
By Facsimile Transmission +1 (212) 430-3775/3779 |
Confirmation by Telephone +1 (212) 430-3774 |
|
Copies of each of the Offer Documents are available at the following web address: https://gbsc-usa.com/cencosud/
Any questions or requests for assistance or for additional copies of this notice may be directed to the Dealer Managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
The Dealer Managers for the Offer are:
|
BBVA Securities Inc. Two Manhattan West, 375 9th Ave, 9th Floor, New York, NY 10001
Email: |
BofA Securities, Inc. One Bryant Park Attn: Liability Management |
J.P. Morgan Securities LLC 270 Park Avenue, 9th Floor Attn: Latin American Debt |
Santander US Capital Markets LLC 437 Madison Avenue New York, NY 10022
E-mail: [email protected] |
|
Collect: +1 (212) 728-2446 |
Collect: +1 (646) 855-8988 Toll-Free: +1 (888) 292-0070 |
Collect: +1 (212) 834-7279 Toll Free: +1 (866) 846-2874 |
Collect: +1(212) 350-0660 |
This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Offer is made only by and pursuant to the terms of the Offer Documents, and the information in this notice is qualified by reference to the Offer to Purchase and the Notice of Guaranteed Delivery. None of the Company, the Dealer Managers or the information and tender agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Offer.
This notice 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 or “CMF”); nor (b) made through any of the stock exchanges in Chile.
|
Investor Relations Manager |
Deputy IR Manager |
|
Irina Axenova |
Andres Guarda |
About Cencosud
Cencosud is a leading multi-format retailer in South America, headquartered in Chile and with operations in Chile, Brazil, Argentina, Peru, Colombia and the United States. The Company operates in supermarkets, home improvement stores, department stores and shopping centers and maintains a financial services portfolio through wholly-owned subsidiaries throughout South America.
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