(ENAP, 5.Aug.2024) — Empresa Nacional del Petróleo, a state-owned enterprise organized under the laws of the Republic of Chile announced today the pricing and final results of its previously announced offer to purchase for cash its 3.450% Notes due 2031 (the “Maximum Tender Offer Notes”) upon the terms of, and subject to the conditions in, the offer to purchase dated 22 July 2024 (the “Offer to Purchase”), including the Aggregate Cap and the New Financing Condition.
The offer to purchase for cash the Maximum Tender Offer Notes is referred to herein as the “Maximum Tender Offer”. Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.
The Company has decided to increase the Maximum Aggregate Consideration Cap from $800,000,000 to $810,000,000, which is specified as the maximum aggregate consideration to be paid by the company for the principal amount of the Any and All Notes and the Maximum Tender Offer Notes (excluding the Accrued Interest).
The company previously announced today (i) its decision to increase the tender cap for the Maximum Tender Offer, from $200,000,000 to $210,000,000 (the “Increased Tender Cap”), and (ii) that as of 5:00 p.m., New York City time, on August 2, 2024 (the “Early Tender Time”), $287,488,000 aggregate principal amount of the Maximum Tender Offer Notes had been delivered and not withdrawn, as reported by D.F. King & Co., Inc. (the “Information and Tender Agent”).
Upon the terms and subject to the conditions set forth in the Offer to Purchase, the Maximum Tender Total Consideration (as defined in the Offer to Purchase) for the Maximum Tender Offer Notes is set forth in the following table:
Table 1
Because the aggregate principal amount of Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time exceeded the Increased Tender Cap, $210,000,000 aggregate principal amount of Maximum Tender Offer Notes have been accepted by the company on a prorated basis as described in the Offer to Purchase, applying a proration factor of 67.37176797%. Subject to the terms and conditions of the Maximum Tender Offer, Holders that validly tendered and did not validly withdraw their Maximum Tender Offer Notes at or prior to the Early Tender Time and whose Maximum Tender Offer Notes were accepted for purchase by the Company will be eligible to receive the Maximum Tender Total Consideration, which is inclusive of the Early Tender Premium, together with an amount equal to the Accrued Interest. The Company expects the Early Tender Settlement Date to occur on 6 Aug. 2024.
On 30 July 2024, the company closed the offering of $600,000,000 5.950% Notes due 2034 (the “New Notes”). As a result, the New Financing Condition has been satisfied with respect to the Maximum Tender Offer. The company intends to use the cash proceeds from the issuance of the New Notes, together with existing cash balances and/or additional financings, to fund the Maximum Tender Offer.
In addition to the Maximum Tender Total Consideration, Holders whose Maximum Tender Offer Notes were accepted for purchase will be paid the Accrued Interest thereon. Interest will cease to accrue on the Early Settlement Date for all Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and purchased in the Maximum Tender Offer.
The consummation of the Maximum Tender Offer and the company’s obligation to purchase the Maximum Tender Offer Notes validly tendered (and not validly withdrawn) pursuant to the Maximum Tender Offer are subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase and subject to the Increased Tender Cap. The company reserves the right, subject to applicable law, to amend or waive any and all conditions to the Maximum Tender Offer.
The Company has retained BofA Securities, Inc., Itau BBA USA Securities, Inc., Scotia Capital (USA) Inc., J.P. Morgan Securities LLC; and Santander US Capital Markets LLC as Dealer Managers and Information and Tender Agent for the purposes of the Maximum Tender Offer.
For additional information, please contact the Dealer Managers, BofA Securities, Inc. at +1 (888) 292-0070 (toll free), +1 (646) 855-8998 (collect); Itau BBA USA Securities, Inc. at +1 (212) 710-6749 (collect); Scotia Capital (USA) Inc. at +1 (800) 372-3930 (toll free) or +1 (212) 225-5501 (collect); J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll free) or +1 (212) 834-7279 (collect); and Santander US Capital Markets LLC at +1 (855) 404-3636 (toll free) or +1 (212) 350-0660 (collect); or the Information and Tender Agent at +1 (800) 290-6432 (toll free), +1 (212) 269-5550 (banks or brokers call) or by email to enap@dfking.com.
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