DocuSign Envelope ID: E23FFAOA-22CE-4508-81E9-A191D446311C
Santiago, July 14, 2022.
GG. – 152/2022
Mrs.
Solange Berstein Jáuregui
President
Financial Market Commission
Present
Ref.: Essential Fact – Termination of the Transaction Agreement and the Shareholders
Agreement.
Dear Sir or Madam,
In accordance with the provisions of Articles 9 and 10 of Law No. 18,045 on
Securities Market and the provisions of Chapter 18-10 of the Updated Compilation
of Standards of the Commission for the Financial Market, and duly authorized, I inform
to You as an Essential Fact of Itaú Corpbanca (the “Bank”) the following:
1) As is publicly known, Corp Group Banking S.A. (“CG
Banking”), Compañía Inmobiliaria y de Inversiones SAGA SpA (“SAGA”) and some
subsidiaries of CG Banking (SAGA and such subsidiaries, the “Debtors”), are located in the
exit process from reorganization proceedings in the United States of America
according to the rules established in Chapter 11 of the Bankruptcy Code of the
United States of America, initiated in June 2021 before the Bankruptcy Court of the
District of Delaware (the “Bankruptcy Court”), and that as part of that proceeding,
both CG Banking and SAGA would cease to own shares issued by Itaú
Corpbanca;
2) The foregoing, in accordance with the Seventh Joint Liquidation Plan of CG
Banking and its Related Debtors [Docket No. 815] (the “Plan”) approved by the
Bankruptcy Court dated June 16, 2022 and which entered into force on June 14
July 2022 (the “Plan Effective Date”). The Plan contemplates for Debtors,
among other aspects, the delivery of all its shares issued by Itaú Corpbanca
pledged to their secured creditors on or shortly thereafter
Effectiveness of the Plan, the sale of a part of its non-pledged shares issued by Itaú
Corpbanca to generate cash to pay the expenses of the bankruptcy and certain of its
creditors on, or soon after, the Plan Effective Date, and transfer the
Balance of unpledged shares issued by Itaú Corpbanca to its non-pledged creditors
guaranteed on, or soon after, the Plan Effective Date.
DocuSign Envelope ID: E23FFAOA-22CE-4508-81E9-A191D446311C
3) In this context, and on June 3, 2022, it was held between Itaú
Corpbanca, Itaú Unibanco Holding S.A., CorpGroup Interhold SpA, Inversiones Gasa
Limited and other entities related to CG Banking, a termination agreement (the
“Termination Letter”), in order to terminate, among others, the Transaction
Agreement concluded between those same parties on January 29, 2014, as was
amended on June 2, 2015 and January 20, 2017 (the “Transaction”
Agreement” or the “TA”), Termination Letter effective on the Effective Date
of the Plan.
4) In addition, the Bank has been informed that on the same date,
CorpGroup Interhold SpA, Inversiones Gasa Limitada, CG Banking, CorpGroup Holding
Inversiones Limitada, SAGA, ITB Holding Brasil Participagóes Ltda., and Itaú Unibanco
Holding S.A., have held a “Mutual Termination Letter” by means of which they have put
termination of the Shareholders Agreement entered into on April 1, 2016 (as it has been
modified, reformulated, supplemented or modified from time to time, the
“Shareholders Agreement”) as well as certain other stock purchase agreements.
(share purchase agreements) concluded on 26 October 2016, 13 September 2016
2017, October 12, 2018 and September 10, 2020, with effect from
Effectiveness of the Plan.
5) As part of the implementation of the Plan, CG Banking transferred to a
subsidiary of Itaú Unibanco Holding S.A. – ITB Holding Brasil Participagóes Ltda. – the quantity
of 94,077,808,763 Bank shares. As a result, Itaú
Unibanco Holding S.A. owns – directly and indirectly – issued shares
by the Bank, representing approximately 65.62% of the subscribed and paid-up capital
thereof.
6) Accordingly, in accordance with the terms of the Plan and thereafter the Date of
Effectiveness of the Plan, CG Banking and SAGA will cease to have any interest as
beneficiaries of shares of Itaú Corpbanca and, within 6 months from the Date
of Effectiveness of the Plan, will cease to be shareholders of Itaú Corpbanca.
Yours sincerely yours,
DocuSigned by:
Calmel Mowra
BB4E8BB5525941F.
Gabriel Amado de Moura
General Manager
Itaú Corpbanca
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=8ace6a6bb1fe45eb64b42b99f0104768VFdwQmVVMXFRVE5OUkVrelRrUkJkMDVCUFQwPQ==&secuencia=-1&t=1682376108
