Falabella $650 million senior notes offering and concurrent tender offers

Davis Polk advised Falabella S.A. in connection with the offering of $650 million aggregate principal amount of its 3.375% senior notes due 2032 and concurrent cash tender offers for its outstanding 3.750% senior notes due 2023 and 4.375% senior notes due 2025. The new notes were sold in an offering exempt from registration pursuant to Rule 144A and Regulation S, and a portion of the proceeds from that offering was used to fund the acquisition of approximately $499 million in aggregate principal amount of 3.750% senior notes due 2023 and 4.375% senior notes due 2025 tendered and accepted for purchase in the tender offers.

Falabella is a publicly traded corporation incorporated in Chile and a multi-format retail company with operations in Chile, Peru, Colombia, Argentina, Brazil, Uruguay and Mexico. Falabella offers range of highly diversified services, including department stores, home improvement stores, supermarkets, financial services, real estate and other businesses.

The Davis Polk corporate team included partner Nicholas A. Kronfeld, counsel Jake Tyshow and associate Michael McGuire. The tax team included partner Mario J. Verdolini and associate Eitan Ulmer. Associate Alisan Oliver-Li provided Investment Company Act advice and counsel Charles Shi provided ERISA advise. members of the Davis Polk team are based in the New York office.