0000894579-15-000137.txt : 20150608 0000894579-15-000137.hdr.sgml : 20150608 20150608140707 ACCESSION NUMBER: 0000894579-15-000137 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150602 FILED AS OF DATE: 20150608 DATE AS OF CHANGE: 20150608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORPBANCA/FI CENTRAL INDEX KEY: 0001276671 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: F3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32305 FILM NUMBER: 15918156 BUSINESS ADDRESS: STREET 1: ROSARIO NORTE 660 CITY: LAS CONDES SANTIAGO STATE: F3 ZIP: 00000 BUSINESS PHONE: 56 (2) 687-8000 MAIL ADDRESS: STREET 1: ROSARIO NORTE 660 CITY: LAS CONDES SANTIAGO STATE: F3 ZIP: 00000 6-K 1 corpbanca6k060815.htm FORM 6-K corpbanca6k060815.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
_______________________________
 
 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of June 2015
 
(Commission File No. 001-32305)
 
_______________________________
 
 
CORPBANCA
(Translation of registrant’s name into English)
 
_______________________________
 
 
Rosario Norte 660
Las Condes
Santiago, Chile
(Address of registrant’s principal executive office)
 
_______________________________
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
Form 20-F x
  Form 40-F o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):
 
Yes o
  No x
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):
 
Yes o
  No x
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
 
Yes o
  No x
 
 
 
 

 

On June 2, 2015, CorpBanca published a material event notice with the Chilean Superintendency of Securities and Insurance, which is attached hereto as Exhibit 99.1.
 

 
 
 
 


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
 
CORPBANCA
(Registrant)
     
     
     
  By: /s/ Eugenio Gigogne  
  Name: Eugenio Gigogne
  Title: Chief Financial Officer
     
 
Date:  June 8, 2015


 
 
 


 
EXHIBIT INDEX
 
Exhibit
  
Description
99.1
  
Material event notice dated June 2, 2015.

 

 
 EX-99.1 2 corpbancaexh060815.htm MATERIAL EVENT NOTICE corpbancaexh060815.htm
 

Exhibit 99.1

Santiago, June 2, 2015
GG/088/2015

Mr. Carlos Pavez Tolosa
Superintendent of Securities and Insurance
PRESENT


RE: MATERIAL EVENT NOTICE

For your information:

In accordance with the provisions set forth in articles 9 and 10 of Law 18.045 on Securities Markets, and Chapter 18-10 of the Compilation of Norms of the Superintendency of Banks and Financial Institutions, and as duly authorized by the extraordinary meeting of the Board of Directors of CorpBanca held on June 2, 2015, we notify you of the following MATERIAL EVENT:

 
1.
Amendment to the Transaction Agreement. Pursuant to a document dated as of the date hereof, CorpBanca, Banco Itaú Chile and the other parties that entered the Transaction Agreement dated as of January 29, 2014, have agreed to amend the Transaction Agreement in the manner set forth below:

a.      Special Dividend in CorpBanca. CorpBanca will distribute a special dividend of approximately US$400 million. Of this amount, (i) the distribution of Ch$239,860 million will be voted on at an extraordinary shareholders meeting called for June 26, 2015, to be payable against retained earnings from prior fiscal years; and (ii) the remainder in the amount of UF124,105 will be distributed to the shareholders of CorpBanca at the same time in which the dividends for the fiscal year ended in 2015 will be paid (as indicated below).

b.      Decrease in Dividend in Banco Itaú Chile. Banco Itaú Chile will only distribute a dividend in the amount of Ch$26,448 million payable against retained earnings for the fiscal year ended in 2014. Consequently, the previously agreed upon dividend distribution in the amount of Ch$16,399 million will have no effect, and such amount will remain in Banco Itaú Chile.

c.      Dividends for the Fiscal Year ended in 2015. The parties agree that 50% of the net income for the fiscal year ended in 2015 of each of CorpBanca and Banco Itaú Chile will be distributed to the shareholders of each bank separately. Consequently, the merger, if approved, will not be effective before January 1, 2016. At the same ordinary shareholders meeting, shareholders will approve the payment of the amounts indicated in paragraph (a)(ii) above. This form of dividend distribution for the fiscal year ended in 2015 is a one time exception to the terms and conditions with respect to the payment of dividends provided for in the Shareholders Agreement (which is attached to the Transaction Agreement).

d.      Purchase of Banco CorpBanca Colombia. The deadline for the sale of 12.36% of Banco CorpBanca Colombia by CorpGroup to the merged bank is extended from the originally agreed upon date of August 4, 2015 until a date that is not later than January 29, 2017. From August 4, 2015 until the closing date, interest on the purchase price provided for in the Transaction


 
 
 



Agreement will accrue at a rate equal to Libor plus 2.7%. Banco CorpBanca Colombia will not distribute dividends until the closing of such sale.

e.      Closing Date. The deadline to complete the merger is extended through May 2, 2016.

The execution of the amendment to the Transaction Agreement was approved by the Board of Directors of CorpBanca after receiving a favorable report of the Directors Committee, in accordance with the rules set forth in Title XVI of the Chilean Corporations Law. The amendment is subject to the following conditions: (i) that the extraordinary Meeting of Shareholders of CorpBanca to vote on the merger shall be held on or before June 30, 2015; and (ii) that the expert report prepared by Mr. Alejandro Cerda dated as of April 29, 2015 is used during such shareholders meeting.

 
2.
Statement of the Board of Directors of CorpBanca. Notwithstanding that the exchange ratio for the merger was agreed upon in the Transaction Agreement, in light of the positive change in the net income of CorpBanca in relation to that of Banco Itaú Chile since the execution of the Transaction Agreement, the Board of Directors focused its efforts on improving the terms of the exchange ratio for the shareholders of CorpBanca.

The improvements described in section 1 above are the result of negotiations with Itaú Unibanco Holding S.A. Although such improvements do not leave the shareholders of CorpBanca in the same situation that was considered in January 2014 when the Transaction Agreement was approved and executed, the improvements constitute a significant move forward toward reestablishing the economic balance for the shareholders.

Based on the foregoing and considering certain strategic criteria, regional presence, synergies, complementary businesses and financial strength, the Board of Directors considers that the transaction continues to be beneficial for the shareholders and, therefore, recommends its approval. This statement of the Board of Directors is issued with the aforementioned reservations and will be expanded in more detail in the background information of the proposals that will be submitted for consideration of the shareholders when the notice of the extraordinary shareholders meeting is published.

The Board of Directors acknowledges that the remarkable performance of CorpBanca is the result of the work done by its team.


Sincerely,
 
 
Cristián Canales Palacios
Acting Chief Executive Officer