ENAP Starts Cash Tender Offer

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 (ENAP, 26.Apr.2023) — Empresa Nacional del Petróleo (ENAP) has commenced a cash tender offer, on the terms and subject to the conditions set forth in the company’s offer to purchase and consent solicitation statement dated 26 April 2023, for any and all of its outstanding 4.375% Notes due 2024. Capitalized terms used herein and not defined herein have the meaning given to them in the Statement.

The company is also soliciting consents to certain proposed amendments to the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default, as well as to shorten the minimum notice period required for optional redemptions of the Notes to three calendar days on the terms and subject to the conditions set forth in the statement.

The statement more fully sets forth the terms of the offer and dolicitation.

The Notes and other information relating to the offer and solicitation are listed in the table below:

NotesCUSIP/ISIN NumbersPrincipal Amount
Outstanding
Tender Offer
Consideration
(1)
Early Tender
Consideration
(1)
Total
Consideration
(1)(2)
4.375% Notes due 2024Rule 144A CUSIP No.:
29245JAH5
Reg S CUSIP No.: P37110AJ5
Rule 144A ISIN: US29245JAH59
Reg S ISIN: USP37110AJ50
$600,000,000$950$50$1,000
(1)Per $1,000 principal amount of Notes validly tendered and accepted. It does not include the accrued interest payment (as defined below). No separate consent payment or fee is being offered or will be paid to holders in the solicitation.
(2)Inclusive of the early tender consideration.

Holders who validly tender and do not validly withdraw their notes prior to 5:00 p.m., New York City time, on 9 May 2023 (will be eligible to receive a total consideration of $1,000 per $1,000 principal amount of Notes tendered and accepted for purchase by ENAP, which includes a payment of $50 per $1,000 principal amount of notes. Holders who validly tender their notes after the early tender date and at or prior to the expiration time (defined below) will be eligible to receive the offer consideration of $950 per $1,000 principal amount of Notes tendered and accepted for purchase by ENAP (the “Tender Offer Consideration”).

No separate consent payment or fee is being offered or will be paid to holders in the solicitation.

The offer is scheduled to expire at 11:59 p.m., New York City time, on 23 May 2023, unless extended or earlier terminated by the company.

Tendered notes may be withdrawn and consents may be revoked in accordance with the terms of the offer prior to 5:00 p.m., New York City time, on 9 May 2023, but not thereafter, other than as required by applicable law, unless such time is extended by ENAP in its sole discretion. Holders who tender Notes after the withdrawal deadline will not be permitted to withdraw their tender, except to the extent required by law, and will not be entitled to receive the early tender consideration.

Holders may not tender their notes without delivering their consents pursuant to the solicitation and may not deliver their consents without tendering their notes pursuant to the offer. The proposed amendments will not become operative, however, until after a majority in aggregate principal amount of the outstanding Notes, whose holders have delivered consents to the proposed amendments, have been accepted for payment and we have delivered an officer’s certificate to the Trustee certifying that we have paid the early tender consideration to all holders that have validly tendered (and not validly revoked) consents on or prior to the early tender date.

The company has reserved the right to accept for purchase all notes then validly tendered and not validly withdrawn prior to the early tender date on a date after the early tender date and prior to the expiration time, assuming all conditions to the offer have been satisfied or waived at such time. On the early settlement date, the company will also pay accrued and unpaid interest from the last applicable interest payment date for the notes up to, but excluding, the early settlement date on the notes accepted for purchase. The final settlement date for notes that are validly tendered and not validly withdrawn after the early tender date and at or prior to the expiration date will be promptly after the expiration time and is expected to be on or about 25 May 2023, unless the tender offer is extended by the company in its sole discretion. If the tender offer is not consummated, no such payments will be made.

The company’s obligation to accept for purchase and to pay for notes validly tendered and not withdrawn pursuant to the offer and the solicitation is subject to the satisfaction or waiver, in the company’s discretion, of certain conditions, that are fully described in the statement, including the consummation of the company’s concurrent offering of notes. The Offer is not conditioned on any minimum principal amount of Notes being tendered other than receiving the requisite consents to effect the proposed amendments.

If, following the early settlement date, any notes remain outstanding, the company intends to issue a notice of redemption to redeem such notes on or about the early settlement date at the make-whole redemption price, as calculated in the indenture. As of the date of this announcement, such make-whole redemption price would be equal to the par value of the notes. The amount to be paid under the make-whole redemption price may vary from the date of this statement to the date in which such make-whole redemption price is determined.

The company has retained Citigroup Global Markets Inc., Santander US Capital Markets LLC, Scotia Capital (USA) Inc. and/or SMBC Nikko Securities America, Inc. to serve as the dealer managers and solicitation agents for the offer and solicitation.

Questions regarding the offer and consent solicitation may be directed to Citigroup Global Markets Inc. at Attn: Liability Management Group, +1 (800) 558-3745 (U.S. toll-free), +1 (212) 723-6106 (collect) and/or to Santander US Capital Markets LLC at Attn: Liability Management Group, +1 (855) 404-3636 (U.S. toll-free), +1 (212) 940-1442 (collect) and/or to Scotia Capital (USA) Inc. at Attn: Liability Management Group, 1-833-498-1660 (U.S. toll-free), LM@scotiabank.com (email), and/or to SMBC Nikko Securities America, Inc., Attention:  Debt Capital Markets – Liability Management, Toll Free: (888) 284-9760, Collect: (212) 224-5163, Email: liabilitymanagement@smbcnikko-si.com.

Requests for documents may be obtained from the Tender Offer Website https://projects.morrowsodali.com/enap, or directed to Morrow Sodali International LLC, the Information and tender agent for the offer, via email at enap@investor.morrowsodali.com or at  +1 203 609 4910 (Stamford); +44 20 4513 6933 (London).

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