Falabella S.A. Announces Issue and Sale of $650 Million of Senior Notes

SANTIAGO, Chile, Oct. 12, 2021 /PRNewswire/ — Falabella S.A. (“Falabella” or the “Company”) today announced that it has priced its offering (the “Notes Offering”) of $650,000,000 aggregate principal amount of its 3.375% senior notes due 2032 (the “Notes”). The Notes Offering is expected to close on or around October 15, 2021, subject to customary closing conditions.

Falabella intends to apply a portion of the net proceeds of the Notes Offering to the purchase its 3.750% Senior Notes due 2023 (the “2023 Notes”) and certain of its 4.375% Senior Notes due 2025 (the “2025 Notes”) that are validly tendered and accepted in Falabella’s cash tender offers, which were announced on October 4, 2021 (the “Tender Offers”). The Tender Offers are subject to certain conditions, as set forth in the offers to purchase with respect to each of the 2023 Notes (the “2023 Notes Offer to Purchase”) and the 2025 Notes (the “2025 Notes Offer to Purchase,” and together with the 2023 Notes Offer to Purchase, the “Offer Documents”). These conditions include, but are not limited to, the pricing and closing of the Notes Offering and the receipt by the Company of sufficient proceeds therefrom to allow to finance the purchase of the notes validly tendered and accepted pursuant to the Tender Offers. The Notes Offering is not conditioned on the successful consummation of the Tender Offers.

The Notes are being offered and sold to qualified institutional buyers in the United States in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in accordance with Regulation S under the Securities Act.  The Notes have not been and will not be registered under the Securities Act or any state’s or other jurisdiction’s securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.

This press release is being issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Tender Offers. The Tender Offers are being made pursuant to the applicable Offer Documents, which set forth the complete terms and conditions of the Tender Offers. Holders of 2023 Notes and 2025 Notes are urged to read the applicable Offer Documents carefully before making any decision with respect to their notes. The Tender Offers are not being made to, nor will the Company accept tenders of 2023 Notes or 2025 Notes from, holders in any jurisdiction in which it is unlawful to make such an offer.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements that constitute forward-looking statements.  These statements appear in a number of places and include statements regarding our intent, belief or current expectations, and those of our officers, with respect to (among other things) our financial condition, the Notes Offering and the Tender Offers.

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

The words “believe,” “may,” “may have,” “would,” “estimate,” “continues,” “anticipates,” “intends,” “hopes,” and similar words are intended to identify forward-looking statements.  Forward-looking statements refer only to the date when they were made, and none of Falabella, the tender agent, the information agent, the dealer managers, the initial purchasers, the trustee or any affiliate of any of them undertakes any obligation to update or review any estimate or forward-looking statement due to new information, future events or any other factors. Forward-looking statements involve risks and uncertainties and do not guarantee future performance, as actual results or developments may be substantially different from the expectations described in the forward-looking statements.  In light of the risks and uncertainties described above, the events referred to 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 described in the applicable Offer Documents under “Cautionary Statement Regarding Forward-Looking Statements.”  Holders are warned not to place undue reliance on any estimates or forward-looking statements in making decisions regarding the Notes or the Tender Offers.

None of Falabella, the tender agent and the information agent, the dealer managers, the initial purchasers, the trustee or any affiliate of any of them undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


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SOURCE Falabella S.A.

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