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SEC Comment Letter 0000000000-23-006747 to BANCO ITAU CHILE (CIK 0001276671)

BANCO ITAU CHILE (CIK 0001276671)
Date: June 23, 2023 · CIK: 0001276671 · Accession: 0000000000-23-006747

AI Filing Summary & Sentiment

Referenced dates: June 16, 2023

Date
June 23, 2023
Author
Not clearly detected
Form
UPLOAD
Company
BANCO ITAU CHILE (CIK 0001276671)

Letter

United States securities and exchange commission logo June 23, 2023 Renato Lulia Jacob Group Head of Investor Relations Itaú Unibanco Holding S.A. Praça Alfredo Egydio de Souza Aranha, 100 04344-902 São Paulo, SP, Brazil Re:Banco Itaú Chile Schedule 13E-3/A filed June 22, 2023 Schedule TO-T/A filed June 22, 2023 Filed by Itaú Unibanco Holding S.A. et al. File No. 005-80508 Dear Renato Lulia Jacob: We have reviewed your amended filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Defined terms used herein have the same meaning as in your offer materials. Schedule 13E-3/A filed on June 22, 2023 Settlement of the U.S. Offer Price, page iii 1.We reissue prior comment one in our letter dated June 16, 2023. Please provide a legal analysis regarding how the structure of the Offers is consistent with the requirements of Rule 14d-1(d)(2)(ii), notwithstanding that payment for Common Shares tendered into the Chilean Offer could be made before payment for Shares tendered into the U.S. Offer. In addition, as part of your analysis, address whether the U.S. Offer may be terminated if a condition is triggered after the expiration of the Chilean Offer but before the Expiration Date in the U.S. Offer. Purpose of and Reasons for the U.S. Offer; Plans for the Company After the U.S. Offer, page 6 2.We reissue prior comment five in our letter dated June 16, 2023. In this respect, we note

FirstName LastNameRenato Lulia Jacob Comapany NameItaú Unibanco Holding S.A. June 23, 2023 Page 2 FirstName LastName Renato Lulia Jacob Itaú Unibanco Holding S.A. June 23, 2023 Page 2 your disclosure that "[i]n connection with the termination of Corp Group and its affiliates' ownership of shares of the Company in July 2022, a number of contractual obligations applicable to IUH and its affiliates after the merger ceased to exist, which contributed ... to IUH and Purchaser's decision to proceed with the Offers at this time." For clarity, please revise to disclose the contractual obligations applicable to IUH and its affiliates that ceased to exist, and how, if at all, such contractual obligations relate to the bankruptcy filing by Corp Group and certain of its affiliates. Your revised disclosure should clarify how the termination of these contractual obligations resulted in IUH's and Purchaser's decision to proceed with these Offers. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Christina Chalk at (202) 551-3263 or Blake Grady at (202) 551-8573. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions

Show Raw Text
United States securities and exchange commission logo
June 23, 2023
Renato Lulia Jacob
Group Head of Investor Relations
Itaú Unibanco Holding S.A.
Praça Alfredo Egydio de Souza Aranha, 100
04344-902 São Paulo, SP, Brazil
Re:Banco Itaú Chile
Schedule 13E-3/A filed June 22, 2023
Schedule TO-T/A filed June 22, 2023
Filed by Itaú Unibanco Holding S.A. et al.
File No. 005-80508
Dear Renato Lulia Jacob:
            We have reviewed your amended filings and have the following comments. In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Defined terms used herein have the same meaning as in your offer materials.
Schedule 13E-3/A filed on June 22, 2023
Settlement of the U.S. Offer Price, page iii
1.We reissue prior comment one in our letter dated June 16, 2023.  Please provide a legal
analysis regarding how the structure of the Offers is consistent with the requirements of
Rule 14d-1(d)(2)(ii), notwithstanding that payment for Common Shares tendered into the
Chilean Offer could be made before payment for Shares tendered into the U.S. Offer.  In
addition, as part of your analysis, address whether the U.S. Offer may be terminated if a
condition is triggered after the expiration of the Chilean Offer but before the Expiration
Date in the U.S. Offer.
Purpose of and Reasons for the U.S. Offer; Plans for the Company After the U.S. Offer, page 6
2.We reissue prior comment five in our letter dated June 16, 2023. In this respect, we note

 FirstName LastNameRenato Lulia Jacob
 Comapany NameItaú Unibanco Holding S.A.
 June 23, 2023 Page 2
 FirstName LastName
Renato Lulia Jacob
Itaú Unibanco Holding S.A.
June 23, 2023
Page 2
your disclosure that "[i]n connection with the termination of Corp Group and its affiliates'
ownership of shares of the Company in July 2022, a number of contractual obligations
applicable to IUH and its affiliates after the merger ceased to exist, which contributed ... to
IUH and Purchaser's decision to proceed with the Offers at this time."  For clarity, please
revise to disclose the contractual obligations applicable to IUH and its affiliates that
ceased to exist, and how, if at all, such contractual obligations relate to the bankruptcy
filing by Corp Group and certain of its affiliates.  Your revised disclosure should clarify
how the termination of these contractual obligations resulted in IUH's and Purchaser's
decision to proceed with these Offers.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at (202) 551-3263 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions