This Amendment No. 6 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 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. 6 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
This statement 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;
(v) CorpGroup Inversiones Limitada, a company formed under the laws of the Republic of Chile;
(vi) CorpGroup Financial S.A., a company formed under the laws of the Republic of Chile;
(vii) CorpGroup Holding Inversiones Limitada Sociedad en Comandita por Acciones, a company formed under the laws of the Republic of Chile;
(viii) Corpgroup Interhold SpA (f/k/a Inversiones CorpGroup Interhold Limitada), a company formed under the laws of the Republic of Chile; and
(ix) Inversiones GASA Limitada, a company formed under the laws of the Republic of Chile.
Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended by adding the following at the end thereof:
On September 15, 2017, CGB sold to ITB Holding Brasil Participações Ltda. (“ITB”), a subsidiary of Itaú Unibanco Holding S.A., all of the issued and outstanding shares of CGB III SpA, a sociedad por acciones organized under the laws of Chile (“CBG III”), which holds, as its sole assets, 1,800,000,000 shares of Common Stock. The sale described herein was for an aggregate sales price of CL$11,161,341,882.00, pursuant to the terms of a Share Purchase Agreement between the parties dated as of September 13, 2017 (the “2017 Share Purchase Agreement”). CGB sold the shares of CGB III in accordance with the terms of the Itaú Shareholders Agreement, pursuant to which CGB had validly exercised a put option to sell such shares to ITB. In accordance with the terms of the 2017 Share Purchase Agreement and the Itaú Shareholders Agreement, CGB will be entitled to repurchase such shares from ITB at any time and from time to time until August 4, 2022 at an agreed upon formula price (the “2017 Repurchase Right”).
On October 12, 2018, Saga sold to ITB all of the issued and outstanding shares of each of SAGA II SpA, a sociedad por acciones organized under the laws of Chile (“Saga II”), and SAGA III SpA, a sociedad por acciones organized under the laws of Chile (“Saga III”), each a wholly-owned subsidiary of Saga. Saga II holds as its sole assets 7,000,000,000 shares of Common Stock and Saga III holds as its sole assets 3,651,555,020 shares of Common Stock. The sales described herein were for an aggregate sales price of CL$65,685,716,525.82, pursuant to the terms
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