SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 5)*

Under the Securities Exchange Act of 1934

 

 

ADMINISTRADORA DE FONDOS DE PENSIONES PROVIDA S.A.

(Provida Pension Fund Administrator)

(Name of Issuer)

SHARES OF COMMON STOCK, WITHOUT PAR VALUE

(Title of Class of Securities)

020304634

(CUSIP Number)

AMERICAN DEPOSITARY SHARES (ADS) EACH REPRESENTING

FIFTEEN (15) SHARES OF COMMON STOCK, WITHOUT PAR VALUE

(Title of Class of Securities)

00709P108

(CUSIP Number)

Brian V. Breheny

Skadden, Arps, Slate, Meagher & Flom LLP

1440 New York Avenue, N.W.

Washington, D.C. 20005

Telephone: (202) 371-7000

June 22, 2015

(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 of sections 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 Section 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

 

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CUSIP No. 020304634		13D

 

1.		NAMES OF REPORTING PERSONS   MetLife, Inc.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER     0
				8.		SHARED VOTING POWER     308,928,816
				9.		SOLE DISPOSITIVE POWER     0
				10.		SHARED DISPOSITIVE POWER     308,928,816
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   308,928,816
12.		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   93.2%*
14.		TYPE OF REPORTING PERSON (see instructions)   CO, HC

 

 

*	Percentage calculation assumes, consistent with applicable Chilean law, that 3,296,866 treasury shares are issued and outstanding but not beneficially owned by the Reporting Persons.

 

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CUSIP No. 020304634		13D

 

1.		NAMES OF REPORTING PERSONS   MetLife Chile Acquisition Co. S.A.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ¨        (b)  ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Chile
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER     0
				8.		SHARED VOTING POWER     308,928,816
				9.		SOLE DISPOSITIVE POWER     0
				10.		SHARED DISPOSITIVE POWER     308,928,816
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   308,928,816
12.		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   93.2%*
14.		TYPE OF REPORTING PERSON (see instructions)   CO

 

 

*	Percentage calculation assumes, consistent with applicable Chilean law, that 3,296,866 treasury shares are issued and outstanding but not beneficially owned by the Reporting Persons.

 

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This Amendment No. 5 is being filed by MetLife, Inc. (“MetLife”), and its indirect wholly-owned subsidiary, MetLife Chile Acquisition Co. S.A. (“Acquisition Co.,” and collectively with MetLife, the “Reporting Persons”) with respect to the Common Shares, without par value (collectively, the “Common Shares,” and each a “Common Share”) of Administradora de Fondos de Pensiones Provida S.A. (the “Company”), and it hereby amends the statement of beneficial ownership on Schedule 13D originally filed on October 11, 2013, as amended on March 21, 2014, August 28, 2014, November 17, 2014 and May 12, 2015 (collectively with this Amendment No. 5, the “Schedule 13D”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.

 

Item 4.

Purpose of Transactions

Item 4 is hereby amended and supplemented by adding the following:

On June 8, 2015, the ADS Depositary notified Chile Inversiones that it had received an unsolicited written proposal not subject to any conditions from Invesco Canada Ltd. to purchase all of the Sale Shares at a price per Common Share of Ps. 3,475.00 (the “Invesco Proposal”). In connection with the Invesco Proposal, on June 22, 2015, (i) Chile Inversiones delivered to the ADS Depositary a written Match Right Notice (as defined in the Depositary Purchase Agreement) in accordance with the Depositary Purchase Agreement, which increased the purchase price per Common Share to Ps. 3,500.00, and (ii) Chile Inversiones and the ADS Depositary entered into an amendment to the Depositary Purchase Agreement (“Depositary Purchase Agreement Amendment No. 1”) to increase the purchase price per Common Share to Ps. 3,500.00 (the “Amended Per Share Consideration”). Under the terms of the amended Depositary Purchase Agreement (the “Amended Depositary Purchase Agreement”), subject to the satisfaction or waiver of certain conditions, Chile Inversiones will acquire each of the Sale Shares in exchange for the Amended Per Share Consideration, unless Chile Inversiones exercises its right to match a higher purchase price per Common Share under a Superior Proposal, in each case without interest or adjustment (the “Amended Depositary Transaction”). If the Amended Depositary Transaction is consummated, the Reporting Persons will increase their interest in the Company from approximately 93.2% of the Common Shares, as of June 24, 2015, to approximately 94.7% of the Common Shares. The Amended Depositary Transaction will not result in a change of control of the Company. In connection with the Amended Depositary Transaction, MetLife and Chile Inversiones expect to file an amendment to their Rule 13e-3 Transaction Statement with the SEC on or after the date hereof.

The foregoing description of Depositary Purchase Agreement Amendment No. 1 is a summary and qualified in its entirety by the terms of Depositary Purchase Agreement Amendment No. 1, a copy of which is filed herewith as an exhibit to this Schedule 13D, and which is incorporated herein by reference.

The Amended Depositary Transaction could result in the acquisition or disposition of additional securities of the Company. One or more of the Reporting Persons are expected to take actions in furtherance of the Amended Depositary Transaction.

The Reporting Persons may at any time, or from time to time, (i) acquire additional Common Shares, including Common Shares held by the Company in treasury, in the open market, in privately negotiated transactions, or otherwise, (ii) otherwise seek control or seek to influence the management and policies of the Company, (iii) amend the terms of the Amended Depositary Transaction, or, subject to its terms, terminate the Amended Depositary Purchase Agreement, (iv) take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the Amended Depositary Transaction, or (v) change their intentions with respect to any such matters, in each of the cases of (i) through (v), based upon the

 

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Reporting Persons’ evaluation of the Company’s businesses and prospects, price levels of the Common Shares, conditions in the securities and financing markets and in the Company’s industry and the economy in general, regulatory developments affecting the Company and its industry and other factors deemed relevant.

Except as set forth in this Schedule 13D (including any information incorporated by reference) and in connection with the transactions described in this Schedule 13D, none of the Reporting Persons has any plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 to the Schedule 13D.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by adding the following:

The information set forth under Item 4 of this Schedule 13D is incorporated herein by reference.

Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any third persons with respect to Common Shares or ADSs.

 

Item 7.

Material to be Filed as Exhibits

Item 7 is hereby amended and restated as follows:

 

Exhibit No.		Title
1		Transaction Agreement, dated as of February 1, 2013, by and among Banco Bilbao Vizcaya Argentaria S.A., BBVA Inversiones Chile S.A., MetLife, Inc. and MetLife Chile Acquisition Co. S.A. (incorporated herein by reference to Exhibit (d)(1) to the Schedule TO-T filed by MetLife Chile Acquisition Co. S.A. with the U.S. Securities and Exchange Commission on August 6, 2013).
2		Share Purchaser Joinder Agreement to the Transaction Agreement by and among Banco Bilbao Vizcaya Argentaria S.A., BBVA Inversiones Chile, MetLife and MetLife Chile Acquisition Co. S.A., dated as of March 12, 2013 (incorporated herein by reference to Exhibit (d)(2) to the Schedule TO-T filed by MetLife Chile Acquisition Co. S.A. with the U.S. Securities and Exchange Commission on August 6, 2013).
3		Joint Filing Agreement, dated October 11, 2013, by and between MetLife, Inc., MetLife Chile Acquisition Co. S.A. and Inversiones Previsionales S.A.
4		Resolution of the Board of Directors of MetLife Chile Acquisition Co. S.A. evidencing authority to sign of the Authorized Representative, dated October 9, 2013. (English translation)
5		Resolution of the Board of Directors of Inversiones Previsionales S.A. evidencing authority to sign of the Authorized Representative, dated October 9, 2013. (English translation)

 

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6		American Depositary Share Purchase Agreement, dated as of March 28, 2014, by and between Little Oak Asset Management, LLC and MetLife Chile Acquisition Co. S.A.
7		American Depositary Share Purchase Agreement, dated as of March 31, 2014, by and between CIBC World Markets Inc. and MetLife Chile Acquisition Co. S.A.
8		American Depositary Share Purchase Agreement, dated as of May 16, 2014, by and between Rangeley Capital Partners, L.P. and MetLife Chile Acquisition Co. S.A.
9		American Depositary Share Purchase Agreement, dated as of August 22, 2014, by and between Rangeley Capital Partners, L.P. and MetLife Chile Acquisition Co. S.A.
10		Resolution of the Board of Directors of MetLife Chile Acquisition Co. S.A. evidencing authority to sign of the Authorized Representative, dated August 26, 2014. (English translation)
11		Resolution of the Board of Directors of Inversiones Previsionales S.A. evidencing authority to sign of the Authorized Representative, dated August 26, 2014. (English translation)
12		American Depositary Share Purchase Agreement, dated as of September 26, 2014, by and between CIBC World Markets Inc. and MetLife Chile Acquisition Co. S.A.
13		American Depositary Share Purchase Agreement, dated as of September 26, 2014, by and between Rangeley Capital Partners, LLC and MetLife Chile Acquisition Co. S.A.
14		American Depositary Share Purchase Agreement, dated as of September 26, 2014, by and between Andrew Lichtenstein, Inc. and MetLife Chile Acquisition Co. S.A.
15		Merger Agreement of Administradora de Fondos de Pensiones ProVida S.A. into MetLife Chile Acquisition Co. S.A., dated as of November 14, 2014, by and among MetLife Chile Acquisition Co. S.A., Inversiones MetLife Holdco 2 Dos Limitada, Inversiones MetLife Holdco 3 Tres Limitada and MetLife Chile Inversiones Limitada. (English translation)
16		Share Purchase Agreement, dated as of May 12, 2015, by and between The Bank of New York Mellon and MetLife Chile Inversiones Limitada.
17		Amendment No. 1 to Share Purchase Agreement, dated as of June 22, 2015, by and between The Bank of New York Mellon and MetLife Chile Inversiones Limitada.*

 

*	Filed herewith.

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.

Dated as of: June 24, 2015

 

 

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Exhibit Index

 

Exhibit No.		Title
1		Transaction Agreement, dated as of February 1, 2013, by and among Banco Bilbao Vizcaya Argentaria S.A., BBVA Inversiones Chile S.A., MetLife, Inc. and MetLife Chile Acquisition Co. S.A. (incorporated herein by reference to Exhibit (d)(1) to the Schedule TO-T filed by MetLife Chile Acquisition Co. S.A. with the U.S. Securities and Exchange Commission on August 6, 2013).
2		Share Purchaser Joinder Agreement to the Transaction Agreement by and among Banco Bilbao Vizcaya Argentaria S.A., BBVA Inversiones Chile, MetLife and MetLife Chile Acquisition Co. S.A., dated as of March 12, 2013 (incorporated herein by reference to Exhibit (d)(2) to the Schedule TO-T filed by MetLife Chile Acquisition Co. S.A. with the U.S. Securities and Exchange Commission on August 6, 2013).
3		Joint Filing Agreement, dated October 11, 2013, by and between MetLife, Inc., MetLife Chile Acquisition Co. S.A. and Inversiones Previsionales S.A.
4		Resolution of the Board of Directors of MetLife Chile Acquisition Co. S.A. evidencing authority to sign of the Authorized Representative, dated October 9, 2013. (English translation)
5		Resolution of the Board of Directors of Inversiones Previsionales S.A. evidencing authority to sign of the Authorized Representative, dated October 9, 2013. (English translation)
6		American Depositary Share Purchase Agreement, dated as of March 28, 2014, by and between Little Oak Asset Management, LLC and MetLife Chile Acquisition Co. S.A.
7		American Depositary Share Purchase Agreement, dated as of March 31, 2014, by and between CIBC World Markets Inc. and MetLife Chile Acquisition Co. S.A.
8		American Depositary Share Purchase Agreement, dated as of May 16, 2014, by and between Rangeley Capital Partners, L.P. and MetLife Chile Acquisition Co. S.A.
9		American Depositary Share Purchase Agreement, dated as of August 22, 2014, by and between Rangeley Capital Partners, L.P. and MetLife Chile Acquisition Co. S.A.
10		Resolution of the Board of Directors of MetLife Chile Acquisition Co. S.A. evidencing authority to sign of the Authorized Representative, dated August 26, 2014. (English translation)
11		Resolution of the Board of Directors of Inversiones Previsionales S.A. evidencing authority to sign of the Authorized Representative, dated August 26, 2014. (English translation)

 

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12		American Depositary Share Purchase Agreement, dated as of September 26, 2014, by and between CIBC World Markets Inc. and MetLife Chile Acquisition Co. S.A.
13		American Depositary Share Purchase Agreement, dated as of September 26, 2014, by and between Rangeley Capital Partners, LLC and MetLife Chile Acquisition Co. S.A.
14		American Depositary Share Purchase Agreement, dated as of September 26, 2014, by and between Andrew Lichtenstein, Inc. and MetLife Chile Acquisition Co. S.A.
15		Merger Agreement of Administradora de Fondos de Pensiones ProVida S.A. into MetLife Chile Acquisition Co. S.A., dated as of November 14, 2014, by and among MetLife Chile Acquisition Co. S.A., Inversiones MetLife Holdco 2 Dos Limitada, Inversiones MetLife Holdco 3 Tres Limitada and MetLife Chile Inversiones Limitada. (English translation)
16		Share Purchase Agreement, dated as of May 12, 2015, by and between The Bank of New York Mellon and MetLife Chile Inversiones Limitada.
17		Amendment No. 1 to Share Purchase Agreement, dated as of June 22, 2015, by and between The Bank of New York Mellon and MetLife Chile Inversiones Limitada.*

 

*	Filed herewith.

 

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Exhibit 17

EXECUTION COPY

AMENDMENT NO. 1

TO

SHARE PURCHASE AGREEMENT

AMENDMENT NO. 1 to SHARE PURCHASE AGREEMENT, dated as of June 22, 2015 (“Amendment”), by and between THE BANK OF NEW YORK MELLON, as depositary (the “Depositary”), on the one hand, and METLIFE CHILE INVERSIONES LIMITADA (“Buyer”), on the other hand.

WHEREAS, the Depositary and Buyer entered into a Share Purchase Agreement dated as of May 12, 2015 (the “Share Purchase Agreement”);

WHEREAS, on June 8, 2015, the Depositary notified Buyer that it had received an unsolicited written proposal not subject to any conditions from Invesco Canada Ltd. for all of the Sale Shares with a purchase price per Sale Share of Three Thousand Four Hundred Seventy Five Chilean Pesos (Ch$3,475.00);

WHEREAS, on June 22, 2015, Buyer delivered a Match Right Notice in accordance with Section 8(d) of the Share Purchase Agreement;

WHEREAS, pursuant to Section 8(d) of the Share Purchase Agreement, if Buyer shall have delivered a Match Right Notice, the transaction contemplated by the Share Purchase Agreement shall be consummated on the terms of the Match Right Notice within five (5) business days, subject to the satisfaction or waiver of the conditions specified in Section 3 of the Share Purchase Agreement; and

WHEREAS, the Depositary and Buyer desire to amend the Share Purchase Agreement in certain respects as described in this Amendment.

NOW, THEREFORE, in consideration of and reliance upon the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the Share Purchase Agreement.

2. Amendments. The Share Purchase Agreement is hereby amended as follows:

(a) Section 1. Section 1 of the Share Purchase Agreement is hereby amended and restated in its entirety as follows:

1. Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, the Depositary hereby agrees to, and shall cause the Custodian to, sell, assign and transfer to Buyer, and Buyer hereby agrees to purchase and accept from the Depositary, at the Closing (as defined below), the Sale Shares for a purchase price per Share (as defined in the Deposit Agreement) equal to Three Thousand Five Hundred Chilean Pesos (Ch$3,500.00), unless Purchaser exercises its right to match a higher purchase price per Share in connection with a

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Superior Proposal pursuant to Section 8(d) (the “Purchase Price”), without interest or adjustment, free and clear of all liens, equities, claims, options, proxies, voting agreements, charges and encumbrances of whatever nature (collectively, “Liens”) created by, or resulting from any action (or lack thereof) undertaken by, the Depositary, the Custodian or their agents, except for any Liens pursuant to the Deposit Agreement (“Permitted Liens”) payable at the Closing (against delivery of the Sale Shares pursuant to Section 3(e) of this Agreement) by wire transfer in immediately available funds to an account previously specified in writing by the Depositary.

3. Section 2(g). Section 2(g) of the Share Purchase Agreement is hereby amended and restated in its entirety as follows:

(g) “Superior Proposal” means a bona fide unsolicited written Alternative Proposal from a third party that is not subject to any conditions and if consummated would result in such person or its shareholders owning, directly or indirectly, all of the Sale Shares for a purchase price per Share higher than the greater of (i) Three Thousand Five Hundred Chilean Pesos (Ch$3,500.00) or (ii) the Purchase Price as may be proposed to be amended by Buyer pursuant to Section 8(d).

4. Miscellaneous.

(a) Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Share Purchase Agreement shall remain in full force and effect in accordance with their respective terms. As used in the Share Purchase Agreement, the terms “this Agreement,” “herein,” “hereinafter,” “hereunder,” “hereto” and words of similar import shall mean and refer to, from and after the date hereof, unless the context otherwise requires, the Share Purchase Agreement as amended by this Amendment.

(b) This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to the conflict of laws principles thereof.

(c) Each of Buyer and the Depositary hereby irrevocably consents and agrees that any legal action or proceeding against it or any of its assets with respect to any of the obligations arising under or relating to this Amendment shall be brought by Buyer or by the Depositary exclusively in any state or federal court sitting in the State of New York, and by execution and delivery of this Amendment, Buyer and the Depositary hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, the exclusive jurisdiction of the aforesaid courts and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any action therein. Each party hereto agrees that the summons and complaint or any other process in any action may be served by notice given in accordance with this Amendment, or as otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury.

(d) This Amendment and the Share Purchase Agreement constitute the entire agreement and supersede all prior agreements and understandings, whether oral or written, among the parties hereto with respect to the subject matter hereof. Neither this Amendment nor the Share Purchase Agreement may be amended orally, but may only be amended by an instrument in writing signed by each of the parties hereto.

 

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(e) This Amendment may be executed in any number of counterparts, including via electronic means, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Amendment to be executed on the date first above written.

 

 

[Signature Page to Amendment No. 1 to Share Purchase Agreement]

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[Signature Page to Amendment No. 1 to Share Purchase Agreement]