ACE
Cencosud
XX
ESSENTIAL FACT
CENCOSUD S.A.
Registration of Securities Registry No. 743
Santiago, July 05, 2022.
Mrs. Solange Berstein Jáuregui,
President
Financial Market Commission,
Avenida Libertador Bernardo O’Higgins N° 1449,
Santiago.
Ref.: Communicates essential fact.
From our consideration:
In compliance with the provisions of Article 9 and second paragraph of Article 10, both of Law No. 18,045 and General Standard No. 30 of the Superintendence of Securities and Insurance, today the Financial Market Commission, we inform you. with respect to the following Essential Fact relating to the company Cencosud S.A.:
In relation to the Essential Fact issued by Cencosud S.A. dated May 10, 2022, by which it was announced the conclusion of an agreement for the acquisition of 67% of the company The Fresh Market Holdings, Inc. (“TEMH”), holding company of the operating companies that operate the brand “The Fresh Market” in the United States of America, it is reported that as of today, having fulfilled the conditions contemplated in said agreement, and specifically obtaining the authorization of the Free Competition Authority of the United States of America, Cencosud S.A., through its subsidiary Cencosud Internacional SpA, it has acquired 67% of the share ownership of TEMH.
Cencosud S.A. has acquired 67% of TEMH mostly with its own resources and with the proceeds of credit agreements with Bank of America, N.A. and The Hong Kong and Shanghai Banking Corporation Limited, Singapore Branch (“HSBC”), for $150 million dollars each, both for a term of 12 months. It is also reported that immediately following the acquisition of 67% of TFMH, its operating subsidiary, The Fresh Market, Inc. has obtained a loan for $597 million dollars, with a 5-year term, with the guarantee of Cencosud S.A., which was granted by a syndicate of banks led by JPMorgan Chase Bank, N.A. and whose proceeds will be entirely destined to refinance the current debt of The Fresh Market, Inc.
The Fresh Market is a premium specialty supermarket chain, focused on high quality fresh produce and outstanding and differentiated shopping experience, recognized in 2021 and 2022 by USA Today’s 10 Best Readers’ Choice Awards as “Best Supermarket in America”. It operates in 22 U.S. states, primarily Florida, North Carolina (where its parent company is located), Virginia and Georgia, through 160 leased stores. It has approximately 10,159 employees, and its annual gross sales exceed $1.9 billion.
By virtue of this acquisition, Cencosud S.A. has entered the market of the United States of America, a country in which it did not operate until now.
For all the above, it is expected that this acquisition will have a favorable effect on the consolidated results of Cencosud S.A., taking advantage of the natural synergies that will exist with this new subsidiary that brings as benefits the stability of the currency of the country in which it operates, its capital market of great depth, and access to a market with greater purchasing power. among others, without being able to quantify these effects with precision to date.
Yours sincerely yours,
Matías Videla Solá,
General Manager,
Cencosud S.A.
CC. Santiago Stock Exchange,
Electronic Bag,
Representative of the Bondholders.
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=ba3606833d9bc4e49902678a15698a4fVFdwQmVVMXFRVE5OUkVreFQxUk5lRTVSUFQwPQ==&secuencia=-1&t=1682376108
