Cleary Gottlieb represented Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC in a new money offering and concurrent cash tender offer by Falabella S.A. (Falabella).
Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC acted as initial purchasers for the bond offering and as dealer managers for the cash tender offer.
The transaction consisted of an offering of an aggregate principal amount of $650 million of 3.375% senior notes due 2032 and concurrent offers to purchase any and all of its outstanding 3.750% senior notes due 2023 (the 2023 Old Notes) and up to $150 million in aggregate principal of its outstanding 4.375% senior notes due 2025 (the 2025 Old Notes). Holders of 2023 Old Notes tendered $307.9 million aggregate principal amount of 2023 Old Notes, representing 61.60% of the outstanding aggregate principal of 2023 Old Notes. Falabella’s offer to purchase 2025 Old Notes is expected to expire on November 1, 2021.
The 2023 Old Notes tender offer launched on October 4, 2021, and settled on October 15, 2021. The 2025 Old Notes tender offer launched on October 4, 2021, and is expected to settle on or about November 4, 2021. The new money offer launched on October 5, 2021, priced on October 12, 2021 and closed on October 15, 2021, concurrently with the 2023 Old Notes tender offer.
Falabella is a multi-format retail company that carries out its business through both brick-and-mortar and online platforms, combining growth, profitability, and sustainability in six main business areas: Department Stores, Home Improvement, Supermarkets, Financial Services (including Credit Card Services and Banking, among others), Real Estate, and Marketplace. Falabella is the third largest company in Chile and one of the largest omnichannel retailers in Latin America.