Sec Form 13D Filing - Saieh Bendeck Alvaro filing for BANCO ITAU CHILEBANCO ITAU CHILE - 2020-11-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Itaú CorpBanca

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

21987A209 (Sponsored ADR)**

(CUSIP Number)

David L. Williams

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Tel: (212) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 10, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 21987A209 (Sponsored ADRs)

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CUSIP No. 21987A209 (Sponsored ADRs)

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CUSIP No. 21987A209 (Sponsored ADRs)

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CUSIP No. 21987A209 (Sponsored ADRs)

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CUSIP No. 21987A209 (Sponsored ADRs)

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CUSIP No. 21987A209 (Sponsored ADRs)

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CUSIP No. 21987A209 (Sponsored ADRs)

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CUSIP No. 21987A209 (Sponsored ADRs)

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CUSIP No. 21987A209 (Sponsored ADRs)

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This Amendment No. 7 supplements and amends the Schedule 13D filed on May 29, 2014 by the Reporting Persons (as defined below), as amended on June 24, 2014, as amended on August 25, 2014, as amended on June 26, 2015, as amended on April 19, 2016, as amended on January 27, 2017, as amended on March 4, 2019 (as so amended, the “Schedule 13D”), relating to the Common Shares, no par value per share (the “Common Stock”), of Itaú CorpBanca, a company formed under the laws of the Republic of Chile (the “Issuer”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 7 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

Item 2(a)-(c) of the Schedule 13D is hereby amended by amending and restating the first three paragraphs thereof as follows:

(a) – (c) This Schedule 13D is being filed by (collectively, the “Reporting Persons”):

(i) Alvaro Saieh Bendeck, a citizen of the Republic of Chile;

(ii) CorpGroup Banking S.A., a company formed under the laws of the Republic of Chile (“CGB”);

(iii) Compañía Inmobiliaria y de Inversiones SAGA SpA, a company formed under the laws of the Republic of Chile (“Saga”);

(iv) CorpGroup Holding Inversiones Limitada, a company formed under the laws of the Republic of Chile (“CGHI”);

(v) CorpGroup Inversiones Limitada, a company formed under the laws of the Republic of Chile (“CGI”);

(vi) CorpGroup Financial S.A., a company formed under the laws of the Republic of Chile (“CGF”);

(vii) CorpGroup Holding Inversiones Limitada Sociedad en Comandita por Acciones, a company formed under the laws of the Republic of Chile (“CGHIL”);

(viii) Corpgroup Interhold SpA (f/k/a Inversiones CorpGroup Interhold Limitada), a company formed under the laws of the Republic of Chile (“Interhold”); and

(ix) Inversiones GASA Limitada, a company formed under the laws of the Republic of Chile (“Gasa”).

All references to ICGI in this Schedule 13D shall now refer to Interhold.

Interhold is the controlling shareholder of CGB. CGHIL is the controlling shareholder of Interhold. CGF is the controlling person of CGHIL. Gasa is the controlling shareholder of Saga. CGI is the controlling shareholder of each of CGF and Gasa. CGHI is the controlling shareholder of CGI. Mr. Saieh Bendeck is the founder of Corp Group and may be deemed to be the controlling person of CGHI and CGF. Each of the other Reporting Persons is in the business of investing in securities.

Item 4 of the Schedule 13D is hereby amended by adding the following at the end thereof:

On September 10, 2020, Saga sold to ITB Holding Brasil Participações Ltda. (“ITB”), a subsidiary of Itaú Unibanco Holding S.A., 5,558,780,153 shares of Common Stock. The sale was for an aggregate sales price of CL$33,138,103,833, pursuant to the terms of a Share Purchase Agreement between the parties dated as of September 10, 2020 (the “2020 Share Purchase Agreement”). Saga sold the shares in accordance with the terms of the Itaú Shareholders Agreement, pursuant to which Saga had validly exercised a put option to sell the shares to

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ITB, as the Itaú Shareholders Agreement was amended pursuant to a Waiver and Amendment, dated as of September 10, 2020 entered into by and among Itaú Unibanco Holding S.A., Corp Group Banking S.A., Corp Group Interhold SpA, Inversiones Gasa Limitada, Corp Group Holding Inversiones Limitada and SAGA (the “2020 Waiver/Amendment”). In accordance with the terms of the Itaú Shareholders Agreement, as amended by the 2020 Waiver/Amendment, and the 2020 Share Purch ase Agreement, Saga will be entitled to repurchase the aforementioned shares of Common Stock at any time and from time to time until April 8, 2024, at an agreed upon formula price (the “2020 Repurchase Right”).

The foregoing descriptions of the 2020 Share Purchase Agreement and the 2020 Waiver/Amendment are not intended to be complete and are qualified in their entirety by reference to the 2020 Share Purchase Agreement and the 2020 Waiver/Amendment, copies of which are filed as Exhibits to the Schedule 13D and incorporated herein by reference.

Additionally, the Itaú Credit Facility Agreement previously entered into between ICGI and Banco Itaú BBA S.A., Nassau Branch, on January 29, 2014, was amended on August 5, 2015, May 16, 2016, April 15, 2019 and April 9, 2020. CGB recently publicly disclosed that as a result of liquidity constraints and the challenges posed by debt service obligations, they are conducting an in-depth review and analysis of their capital structure, considering all options and alternatives with respect to their outstanding debt obligations. As of the date of this Amendment No. 7, the Reporting Persons have not formulated any definitive plan or proposal relating to these matters, but such matters could result in, among other things, the acquisition or disposition of shares of the Issuer by the Reporting Persons through privately negotiated transactions or otherwise. The Reporting Persons can provide no assurances as to the results of such matters and undertake no obligation to make additional disclosures in connection therewith except to the extent required by law.

The amendments to the Itaú Credit Facility Agreement are filed as Exhibits to the Schedule 13D and incorporated herein by reference.

Item 5(a) – (b) of the Schedule 13D is hereby amended by amending and restating the first three paragraphs thereof as follows:

(a) – (b) Collectively, the Reporting Persons beneficially own an aggregate of 169,754,098,464 shares of Common Stock representing approximately 33.13% of the shares issued and outstanding. The 169,754,098,464 shares of Common Stock reported herein includes: (i) the right by CGB to reacquire all of the outstanding shares of CGB II, which holds as its sole assets 10,908,002,836 shares of Common Stock, pursuant to the Repurchase Right, (ii) the right by CGB to reacquire all of the outstanding shares of CGB III, which holds as its sole assets 1,800,000,000 shares of Common Stock pursuant to the 2017 Repurchase Right, (iii) the right by Saga to reacquire all of the outstanding shares of Saga II, which holds as its sole assets 7,000,000,000 shares of Common Stock, pursuant to the 2018 Repurchase Right, (iv) the right by Saga to reacquire all of the outstanding shares of Saga III, which holds as its sole assets 3,651,555,020 shares of Common Stock, pursuant to the 2018 Repurchase Right, and (v) the right by Saga to reacquire the 5,558,780,153 shares of Common Stock, pursuant to the 2020 Repurchase Right.

As of the date hereof, CGB is the direct holder of 136,127,850,073 shares of Common Stock representing approximately 26.57% of the shares issued and outstanding. CGB also has the right to reacquire ownership of an aggregate of the 12,708,002,836 shares of Common Stock sold to ITB, pursuant to the terms of the Repurchase Right and 2017 Repurchase Right, as applicable, which represents approximately 2.48% of the shares issued and outstanding.

As of the date hereof, Saga is the direct holder of 4,707,910,382 shares of Common Stock representing approximately 0.92% of the shares issued and outstanding. Saga also has the right to reacquire ownership of the 10,651,555,020 shares of Common Stock sold to ITB, pursuant to the terms of the 2018 Repurchase Right, which represents approximately 2.08% of the shares issued and outstanding, and the 5,558,780,153 shares of Common Stock sold to ITB, pursuant to the 2020 Repurchase Right, which represents approximately 1.08% of the issued and outstanding shares of Common Stock.

Item 5(a) – (b) of the Schedule 13D is hereby amended by amending and restating the last paragraph thereof as follows:

By virtue of the Itaú Shareholders Agreement, the Reporting Persons, Itaú Unibanco Holding S.A. and ITB may each be deemed to be a member of a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, the filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons and Itaú Unibanco Holding S.A. are members of any such group. Itaú Unibanco Holding S.A. has separately made a Schedule 13D filing reporting its beneficial ownership of the shares of Common Stock held by it. Collectively, the Reporting Persons and Itaú Unibanco Holding S.A. beneficially own an aggregate of 341,802,584,081 shares of Common Stock, representing approximately 66.71% of the outstanding shares of Common Stock. The Reporting Persons disclaim beneficial ownership of the shares of Common Stock held by Itaú Unibanco Holding S.A. and ITB (other than the shares subject to the Repurchase Rights).

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Item 5(c) of the Schedule 13D is hereby amended and restated as follows:

Except as disclosed in this Amendment No. 7, none of the Reporting Persons has effected any transaction in Common Stock during the past 60 days.

Item 7 of this Schedule 13D is hereby amended and restated as follows:

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 27, 2020

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EXHIBIT INDEX

The Exhibit Index to this Schedule 13D is hereby amended and restated as follows:

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