Company Overview
| Company Name |
CENCOSUD S.A. |
| Company Address |
Av. Kennedy 9001, Piso 6 Las Condes Santiago 00000 |
| Company Phone |
56 (2) 959-0000 |
| Company Website |
www.cencosud.cl |
| CEO |
Daniel Rodriguez |
| Employees (as of 3/31/2012) |
139082 |
| State of Inc |
-- |
| Fiscal Year End |
-- |
| Status |
Priced (6/22/2012) |
| Proposed Symbol |
CNCO |
| Exchange |
New York Stock Exchange |
| Share Price |
$15.61 |
| Shares Offered |
15,265,783 |
| Offer Amount |
$238,298,873.00 |
| Total Expenses |
$2,629,652.27 |
| Shares Over Alloted |
0 |
| Shareholder Shares Offered |
-- |
| Shares Outstanding |
835701072.00 |
| Lockup Period (days) |
180 |
| Lockup Expiration |
12/19/2012 |
| Quiet Period Expiration |
8/1/2012 |
| CIK |
0001544856 |
We estimate that the net proceeds to us from the global offering, after
deducting the underwriters’ discounts and commissions to be paid to the
international underwriters (not including the incentive fee) and estimated
expenses incurred in connection with a global offering of 91,304,348 shares
of common stock, calculated using an exchange rate of Ch$499.59=US$1.00 on
June 21, 2012 assuming that the over-allotment option is not exercised, will
be approximately Ch$231,650 million (US$464 million). An increase (decrease)
of $1.00 in the price per share of common stock would increase (decrease) the
net proceeds in connection with the global offering by Ch$46,477 million
(US$93 million) (assuming the over-allotment option is not exercised and
calculated using the exchange rate of Ch$499.59=US$1.00 on June 21, 2012).
We estimate that the net proceeds from the preemptive rights offerings would
be approximately Ch$358,800 million (US$718 million) (based on the waiver by
our Controlling Shareholders of their rights with respect to 105,000,000
shares of common stock subject to the preemptive rights offering and assuming
the exercise in full of the remaining preemptive subscription rights
calculated using the offering price per share of Ch$2,600). We cannot assure
you that the preemptive rights offering will be fully or even partially
subscribed by other shareholders entitled to participate in the preemptive
rights offering. Consequently, our net proceeds may be limited to the net
proceeds of the global offering.
We intend to use (i) approximately U.S.$245 million of the net proceeds from
the global offering and the preemptive rights offering to repay all of our
outstanding indebtedness under our Santander Short-Term Loan (as defined
below), (ii) approximately U.S.$480 million to acquire the remaining 38.636%
of Jumbo Retail Argentina shares currently held by UBS AG London Branch
(“UBS London”), (iii) to repay approximately U.S.$200 million in short-term
indebtedness owed to an affiliate of Banco Bilbao Vizcaya Argentaria, S.A.
under our BBVA Short-Term Loan (as defined below), (iv) to repay amounts drawn
under our committed credit facility in the aggregate amount of U.S.$750
million, with an affiliate of, J.P. Morgan and an affiliate of Morgan Stanley,
which amounts drawn totaled U.S.$250 million as of May 7, 2012, and (v) the
remainder, if any, for capital expenditures, working capital and general
corporate purposes.
On January 2, 2012, we acquired 100% of the capital stock of Prezunic. In
order to finance our acquisition of Prezunic, on January 2, 2012 we entered
into a Ch$127.73 billion short-term facility with Banco Santander Chile, as
lender (“Santander Short-Term Loan”). The Santander Short-Term Loan matures
on December 28, 2012, and has an annual interest rate equal to the Tasa
Bancaria (the Banking Interest Rate, or “TAB”), established by the Asociación
de Bancos e Instituciones Financieras (the Association of Banks and Financial
Institutions, or “ABIF”), plus 0.4%.
On March 13, 2012, we entered into a short-term credit facility for Ch$100,000
million (approximately U.S.$200 million) with an affiliate of Banco Bilbao
Vizcaya Argentaria, S.A., as lender, to finance our investing activities,
including capital expenditures of U.S.$75 million and working capital needs
of U.S.$25 million, and also to refinance certain short-term liabilities
amounting to U.S.$100 million, including repayment of overdraft lines (“BBVA
Short-Term Loan”). The BBVA Short-Term Loan bears interest at an annual rate
based on the Índice de Cámara Promedio, an indexed interest rate established
by ABIF, and has a maturity date of March 13, 2013.
On April 27, 2012, we entered into a U.S.$750 million committed credit
facility with J.P. Morgan Chase National Association, an affiliate of J.P.
Morgan, Morgan Stanley Bank, N.A., an affiliate of Morgan Stanley, The Bank o
f Tokyo—Mitsubishi UFJ, Ltd. and Mizuho Corporate Bank Ltd., as lenders, (the
“J.P. Morgan Credit Facility”) in order to finance our short-term funding
requirements, including capital expenditures, interest expense and tax
obligations. The J.P. Morgan Credit Facility bears an interest rate of LIBOR,
as adjusted for statutory reserve requirements for eurocurrency liabilities,
plus a margin of 1.25% for the first six months, 1.50% for the following
three months, and 1.75% thereafter. The J.P. Morgan Credit Facility matures
on March 13, 2013.
In the event that substantially less than the maximum amount of proceeds from
the preemptive rights offering are obtained, the Company will apply the funds
received from the global offering to pay amounts outstanding under the
Santander Short-Term Loan, first, with any remaining proceeds to be applied
pro rata to repay amounts outstanding under the J.P. Morgan Credit Facility
and the BBVA Short-Term Loan. Any proceeds then remaining will be applied to
acquire the Jumbo Retail Argentina shares currently held by UBS London,
with the remainder, if any, to be used for general corporate purposes. The
Company plans to fund any shortfall in the amounts of proceeds expected from
the preemptive rights offering with additional indebtedness.
It is likely that our capital expenditures will vary significantly from our
current projections based on timing of investments and changes in market
opportunities.
The retail industry is highly competitive and characterized by high inventory
turnover, controlled operating expenses and small profit margins as
a percentage of sales. Earnings primarily depend upon the maintenance of high
per-store sales volumes, efficient product purchasing and distribution and
cost-effective store operations and inventory management. Advertising and
promotional expenses are necessary to maintain our competitive position in
our major markets. We compete principally on the basis of price and, to
a lesser extent, location, selection of merchandise, quality of merchandise
(in particular perishables), service, store conditions and promotions. We
face strong competition from international and domestic operators of
supermarkets, department stores, home improvement stores and shopping centers,
including Casino, Carrefour, Wal-Mart, and Falabella.
The following table provides a brief overview of our competitive position in
each of our principal markets as of December 21, 2011:
Chile Argentina Brazil Peru
Supermarkets 2 nd 2 nd 1 st(1) 1 st
Department stores 2 nd — — —
Home improvement 2 nd 1 st — —
Shopping centers 2 nd 2 nd — —
Source: ASACH, ABRAS, Nielsen, competitors’ press releases, and company
estimates.
(1) In the northeast region of Brazil.
Company Description
We believe we are a leading multi-brand retailer in South America, based on
revenues, selling space, number of stores and gross leasable area in the
sectors and countries in which we operate. We operate through a number of
formats, including supermarkets, home improvement stores, shopping
centers
and department stores. We are headquartered in Chile and have operations in
Chile, Argentina, Brazil, Colombia and Peru. Our business consists of six
segments, including four retail segments, which allows us to reach a wide
range of customers offering various combinations of products, price, quality
and service. We seek to increase operations through organic growth and
acquisitions in Brazil and Peru, which the Company believes are high growth
and underpenetrated markets due to their favorable demographics, sustainable
household consumption growth, low formal retail penetration, and strong
macroeconomic environments, as described in “Business—Our Business” and
“Industry Overview and Competition.” As a complement to our core retailing
business, we are actively involved across the region in the commercial real
estate development business, particularly in Chile, Argentina and Peru, with
25 shopping malls representing 566,442 square meters of gross leasable area
as of March 31, 2012, and we also offer private label credit cards, consumer
loans and limited financial services to our retail customers.
For the year ended December 31, 2011, we had 826 stores and shopping centers
with an aggregate of 3,131,729 square meters selling space and had assets of
Ch$7,656,561 million, liabilities of Ch$4,686,927 million, net earnings
attributable to controlling shareholders of Ch$285,915 million, and
shareholders’ equity of Ch$2,874,438 million.
Throughout our 35-year history of growth we have developed, acquired,
integrated and expanded several retail businesses with strong brands in the
various markets where we operate. Since January 1, 2005, we have grown our
total number of stores and shopping centers from 425 to 906 and the total
selling space of our retail stores and shopping centers from 1,433,838 to 3,
302,564 square meters. In addition, over the same period, we completed several
strategic acquisitions that have significantly increased the size and
geographic scope of our operations.
We believe that our strategy of operating as an integrated multi-format and
multi-brand retailer, combined with our broad product offering and portfolio
of brands has been one of the key strategic advantages in the successful
growth of our businesses. Today we operate a diversified operational and
geographic footprint across Latin American markets with highly attractive
demographics and strong macroeconomic fundamentals. We believe that our broad
presence and our competitive position across key markets will continue to
allow us to consolidate the retail market and to benefit from the expected
strong growth in underpenetrated retail markets such as Brazil and Peru.
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Our principal executive office is located at Av. Kennedy 9001, Piso 6,
Las Condes, Santiago, Chile and our main telephone number is 56 (2) 959-0000.
Our website is at www.cencosud.cl.