UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
 
For the month of July, 2017
 
Commission File Number 001-35575
 
Cencosud S.A.
(Translation of registrant’s name into English)
 
Av. Kennedy 9001, Piso 6
Las Condes, Santiago
Chile
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F ☑	 	Form 40 F ☐	
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐ 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ☐

 

On July 12, 2017, Cencosud S.A. (“Cencosud” or the “Company”) issued a press release entitled “Cencosud S.A. Announces the Expiration of its Any and All Tender Offer and the Early Tender Results of its Maximum Tender Offer,” a copy of which is filed as an exhibit hereto.
 
This report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
 
This report contains forward-looking statements. The registrant desires to qualify for the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995, and consequently is hereby filing cautionary statements identifying important factors that could cause the registrant ’ s actual results to differ materially from those set forth in such forward-looking statements.
 
The registrant ’ s forward-looking statements are based on the registrant ’ s current expectations, assumptions, estimates and projections about the registrant and its industry. These forward-looking statements can be identified by words or phrases such as “ anticipate, ” “ believe, ” “ continue, ” “ estimate, ” “ expect, ” “ intend, ” “ is/are likely to, ” “ may, ” “ plan, ” “ should, ” “ would, ” or other similar expressions.
 
The forward-looking statements included in this report involve various risks and uncertainties, including, among others: (i) changes in general economic, business or political or other conditions in Chile, Argentina, Brazil, Peru, Colombia or elsewhere in Latin America or global markets; (ii) changes in capital markets in general that may affect policies or attitudes towards investing in Chile, Argentina, Brazil, Peru, Colombia or securities issued by companies in such countries; (iii) the monetary and interest rate policies of the Central Banks of Chile, Argentina, Brazil, Peru, Colombia and elsewhere in Latin America or global markets; (iv) high levels of inflation or deflation; (v) unanticipated increases in financing and other costs or our inability to obtain additional debt or equity financing on attractive terms; (vi) movements in interest and/or foreign exchange rates, and movements in equity prices or other rates or prices; (vii) changes in, or failure to comply with, applicable regulations or changes in taxes; (viii) loss of market share or changes in competition and pricing environments in the industries in which the Company operates; (ix) difficulties in successfully integrating recent and future acquisitions into the Company ’ s operations; (x) the Company ’ s inability to hedge certain risks economically; (xi) changes in consumer spending and saving habits; (xii) implementation of new technologies; (xiii) limitations on the Company ’ s ability to open new stores and operate them profitably; (xiv) difficulties in completing proposed store openings, expansions or remodeling; (xv) difficulties in acquiring and developing land in Chile, Argentina, Brazil, Peru or Colombia, and restrictions on opening new large stores in any such countries; and (xvi) the factors discussed under the heading “ Risk Factors ” as well as risks included in the Company ’ s other filings and submissions with the United States Securities and Exchange Commission.
 
Although the registrant believes that its expectations expressed in these forward-looking statements are reasonable, its expectations may turn out to be incorrect. The registrant ’ s actual results could be materially different from its expectations. In light of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this report might not occur, and the registrant ’ s future results and its performance may differ materially from those expressed in these forward-looking statements due to, including, but not limited to, the factors mentioned above. Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements.
 
The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made. The registrant undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 	Cencosud S.A.	 	
 	 	 	 	
Date: July 12, 2017	By:	/s/ Sebasti á n Rivera Mart í nez	 	
 	 	Name: Sebasti á n Rivera Mart í nez	 	
 	 	Title: Legal Manager	 	

 

 

Exhibit 99.1

JULY 12, 2017
 
CENCOSUD S.A. ANNOUNCES THE EXPIRATION OF ITS
ANY AND ALL TENDER OFFER AND THE EARLY TENDER RESULTS
OF ITS MAXIMUM TENDER OFFER
 
FOR IMMEDIATE RELEASE
 
SANTIAGO, CHILE – Cencosud S.A. (BCS: Cencosud) (the “ Company ”) announced today (1) the expiration of its previously announced tender offer (the “ Any and All Tender Offer ”) to purchase for cash any and all of its outstanding 5.500% Senior Notes due 2021 (the “ Any and All Notes ”) and (2) the early tender results for its previously announced tender offer (the “ Maximum Tender Offer ” and, together with the Any and All Tender Offer, the “ Tender Offers ”) to purchase for cash up to the Aggregate Maximum Principal Amount of its outstanding 4.875% Senior Notes due 2023 (the “ Maximum Tender Offer Notes ”). The “ Aggregate Maximum Principal Amount ” is U.S.$750,000,000 less the aggregate principal amount of the Any and All Notes validly tendered and accepted for purchase in the Any and All Tender Offer.
 
Any and All of the Outstanding Securities Listed Below
 
Title of Security	CUSIP and ISIN Numbers	Principal Amount Outstanding	Any and All Total Consideration (b)	Principal Amount Tendered	
5.500% Senior Notes due 2021	CUSIP:   P2205J AE0
 
15132H AA9
ISIN:      USP2205JAE03
    US15132HAA95	U.S.$750,000,000	U.S.$1,098.75	U.S.$492,801,000 (c)	
 
Up to the Aggregate Maximum Principal Amount (a)
of the Outstanding Securities Listed Below
 
Title of Security	CUSIP and ISIN Numbers	Principal Amount Outstanding	Late Tender Offer Consideration (b)	Early Tender
Payment (b)	MTO Total Consideration (b)	Principal Amount Tendered at Early Tender Date	
4.875% Senior Notes due 2023	CUSIP: P2205J AH3 15132H AD3
ISIN:     USP2205JAH34
   US15132HAD35	U.S.$1,200,000,000	U.S.$1,052.50	U.S.$30.00	U.S.$1,082.50	U.S.$882,156,000	
 
(a)	The offer with respect to the 4.875% Senior Notes due 2023 is subject to an Aggregate Maximum Principal Amount equal to U.S.$750,000,000 less the aggregate principal amount of the Any and All Notes validly tendered and accepted for purchase in the Any and All Tender Offer, U.S.$257,199,000. This number does not account for U.S.$52,000 aggregate principal amount of Any and All Notes tendered pursuant to the guaranteed delivery procedures. The Aggregate Maximum Principal Amount will be reduced by the principal amount of such Any and All Notes delivered pursuant to the guaranteed delivery procedures on or prior to the delivery deadline. Cencosud will allocate the Aggregate Maximum Principal Amount to purchase Maximum Tender Offer Notes as more fully set forth herein.	
 
(b)	Per U.S.$1,000 principal amount.	
 
(c)	This amount excludes U.S.$52,000 aggregate principal amount of Any and All Notes tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents, which remain subject to the holders’ performance of the delivery requirements under such procedures. If these Any and All Notes are delivered pursuant to the guaranteed delivery procedures on or prior to the delivery deadline, the amount of Maximum Tender Offer Notes accepted for purchase will be decreased by such amount.	
 
Expiration of the Any and All Tender Offer
 
The Any and All Tender Offer was made pursuant to the terms and conditions set forth in the offer to purchase, dated June 27, 2017, and the related letter of transmittal and notice of guaranteed delivery (the “ Tender Offer Documents ”) to purchase for cash any and all of the Any and All Notes listed in the table above.
 
The Any and All Tender Offer expired at 5:00 p.m., New York City time, on July 11, 2017 (such time and date, the “ Any and All Expiration Date ”). Holders of Notes were required to validly tender and not validly withdraw their Any and All Notes prior to or at the Expiration Date to be eligible to receive the total consideration for the Any and All Tender Offer (the “ Any and All Total Consideration ”). The Any and All Total Consideration offered per U.S.$1,000 principal amount of Any and All Notes validly tendered and accepted for purchase pursuant to the Any and All Tender Offer will be U.S.$1,098.75.

 
 
According to information provided by Global Bondholder Services Corporation (“ GBS ”), the tender and information agent for the Tender Offers, U.S.$492,801,000 aggregate principal amount of the Any and All Notes were validly tendered and were not validly withdrawn prior to or at the Any and All Expiration Date. This amount excludes U.S.$52,000 aggregate principal amount of Any and All Notes tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents, which remain subject to the holders’ performance of the delivery requirements under such procedures. If these Any and All Notes are delivered pursuant to the guaranteed delivery procedures on or prior to the delivery deadline, the amount of Maximum Tender Offer Notes accepted for purchase will be decreased by such amount. Subject to the satisfaction or waiver of all remaining conditions to the Any and All Tender Offer, the Company expects to accept for purchase all Any and All Notes validly tendered and not validly withdrawn at or prior to the Any and All Expiration Date.
 
The settlement date for the Any and All Notes, including those tendered pursuant to the guaranteed delivery procedures, is expected to be July 17, 2017 (the “ Any and All Settlement Date ”), subject to the terms and conditions described in the Tender Offer Documents, including the Financing Condition (as defined in the Tender Offer Documents). Holders will also receive accrued and unpaid interest on the Any and All Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Any and All Settlement Date, including those tendered by the guaranteed delivery procedures.
 
Maximum Tender Offer Early Tender Results
 
As of the previously announced early tender date and time of 5:00 p.m., New York City time, on July 11, 2017 (the “ Early Tender Date ”), according to information provided by GBS, a total of U.S.$882,156,000 aggregate principal amount of Maximum Tender Offer Notes had been validly tendered and not validly withdrawn in the Maximum Tender Offer.
 
Holders of Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date are eligible to receive
U.S.$1,082.50 per U.S.$1,000 principal amount of Maximum Tender Offer Notes validly tendered and accepted for purchase (the “ MTO Total Consideration ”), which is inclusive of an amount in cash equal to the amounts set forth in the second table above under the heading “Early Tender Payment” (the “ Early Tender Payment ”). Holders will also receive accrued and unpaid interest on the Maximum Tender Offer Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the date the Company makes payment for such Maximum Tender Offer Notes tendered at or prior to the Early Tender Date.
 
Subject to the satisfaction or waiver of all remaining conditions to the Maximum Tender Offer, the Company expects to accept for purchase, on a prorated basis, Maximum Tender Offer Notes up to the Aggregate Maximum Principal Amount. Assuming an Aggregate Maximum Principal Amount of U.S.$257,199,000, the proration factor will be 25.6%. The Maximum Tender Offer Notes validly tendered and accepted for purchase on or prior to the Early Tender Date are expected to be purchased on the “Early Settlement Date”, which date is anticipated to be July 17, 2017, subject to the terms and conditions described in the Tender Offer Documents, including the Financing Condition.
 
The Maximum Tender Offer will expire at 11:59 p.m., New York City time, on July 25, 2017, unless extended or earlier terminated. Because the Tender Offers have been fully subscribed as of the Early Tender Date, the Company will not accept for purchase any Maximum Tender Offer Notes tendered after the Early Tender Date. Any Maximum Tender Offer Notes tendered after the Early Tender Date will be returned to the holders thereof as described in the Offer to Purchase.
 
Information Relating to the Tender Offers
 
J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as the dealer managers for the Tender Offers. The information agent and depositary is GBS. Copies of the Tender Offer Documents and related offering materials are available by contacting GBS at (866) 470-3800 (toll-free), (212) 430-3774 (banks and brokers) or www.gbsc-usa.com/Cencosud/. Questions regarding the Tender Offer should be directed to J.P. Morgan Securities LLC, Latin America Debt Capital Markets, at (212) 834-7279 (collect) or (866) 846-2874 (toll-free) or Merrill Lynch, Pierce, Fenner & Smith Incorporated, Liability Management Group, at (646) 855-8988 collect or (888) 292-0070 (toll-free).
 
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to an Offer to Purchase dated June 27, 2017, which set forth the terms and conditions of the Tender Offer, and only in such jurisdictions as is permitted under applicable law.
 
Disclosure Regarding Forward-Looking Statements
 
Included herein are forward-looking statements, including statements with respect to an anticipated financing. There are many factors that affect management’s views about future events and trends of the business and operations of the company, all as more thoroughly described in the company’s filings with the Securities and Exchange Commission. The company does not undertake any obligation to update any forward-looking statements to reflect events or circumstance included in this release or any of its public filings.

 
 
About Cencosud S.A.
 
Cencosud is a leading multi-brand retailer in South America, headquartered in Chile and with operations in Chile, Brazil, Argentina, Peru and Colombia. The Company operates in supermarkets, home improvement stores, shopping centers and department stores and maintains a financial services portfolio through wholly-owned subsidiaries in Peru and Argentina and joint ventures with third parties in Chile, Brazil and Colombia.
* * *
 
For further inquiries, please contact:
 
Marisol Fernández
Investor Relations Officer
Tel +562 2959 0545
mariasoledad.fernandez@cencosud.cl	Natalia Nacif
Deputy IR Manager
Tel +562 2959 0368
natalia.nacif@cencosud.cl