SANTIAGO, Chile, Oct. 27, 2023 /PRNewswire/ — Interchile S.A., a sociedad anónima organized and existing under the laws of Chile (the “Issuer”), announced today (i) an amendment to the pricing formula set forth in the Offer to Purchase (as defined below) and (ii) the Total Consideration and Tender Offer Consideration (each as defined below) for its previously announced cash tender offer (the “Offer”) on the terms and subject to the conditions set forth in the Issuer’s Offer to Purchase dated October 16, 2023 (as amended or supplemented hereby and from time to time, the “Offer to Purchase”) in respect of its outstanding 4.500% Senior Secured Notes due 2056 (the “Notes”), for an aggregate purchase price (excluding accrued interest) of up to $160,000,000 (as it may be increased or decreased by the Issuer in accordance with applicable law, the “Maximum Aggregate Purchase Price”). The Offer to Purchase more fully sets forth the terms of the Offer.
Figure 1
Amendment to Offer to Purchase to Amend ANNEX 1 – FORMULA TO CALCULATE THE TENDER OFFER CONSIDERATION
The Issuer hereby announces that the Offer to Purchase shall be deemed to be amended to replace Annex 1 to the Offer to Purchase with the following:
ANNEX 1 – FORMULA TO CALCULATE THE TOTAL TENDER OFFER CONSIDERATION
TC = The Total Consideration per U.S.$1,000 principal amount of the Notes being priced (excluding accrued interest). Holders who validly tender Notes before the Early Tender Date and whose Notes are accepted for purchase will receive a total amount per U.S.$1,000 principal amount (rounded to the nearest cent), equal to the Total Consideration, together with accrued interest.
CPN = The contractual annual rate of interest payable on the Notes expressed as a percentage.
N = The number of scheduled semi-annual interest payment dates from (but not including) the Early Settlement Date to (and including) the applicable maturity date for such Notes.
S = The number of days from and including the applicable semi-annual interest payment date immediately preceding the Early Settlement Date up to, but not including, such Early Settlement Date. The number of days is computed using the 30/360 day count method in accordance with market convention.
YLD = The Repurchase Yield, which is the Reference Yield plus the Fixed Spread, expressed as a percentage.
Rk = Principal amount of Notes at the k-th semi-annual interest payment, where R1 is equal to U.S.$1,000.
Pk = Principal amount of Notes prepaid at the k-th semi-annual interest payment, where the sum of all these payments is equal to U.S.$1,000.
/ = Divide. The term immediately to the left of the division symbol is divided by the term immediately to the right of the division symbol before any other addition or subtraction operations are performed.
Exp = Exponentiate. The term to the left of the exponentiation symbol is raised to the power indicated by the term to the right of the exponentiation symbol.
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N |
= |
Summate. The term in brackets to the right of the summation symbol is separately calculated “N” times (substituting for “k” in that term each |
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∑ |
whole number shown between 1 and N, inclusive N need not be a whole number), and the separate calculations are then added together. |
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k=1 |
Accrued Interest = $1,000(CPN/2)(S/180).
Tender Offer Consideration = Total Consideration minus the applicable Early Tender Premium.
Formula for Total Consideration*:
*See Figure 1
Except as described above, the Offer to Purchase and the terms of the Offer remain unchanged.
Offer Consideration
Upon giving effect to the amendment set forth in the preceding section, the total tender consideration to be paid for the Notes accepted for purchase pursuant to the Offer was determined by reference to (i) the Fixed Spread for the Notes set forth in the table below and (ii) yield for the Notes (the “Reference Yield”) based on the bid-side price of the U.S. Treasury reference security (the “Reference Security”) set forth in the table below (the “Total Consideration”). The Reference Yield was calculated in accordance with standard market practice at 11:00 a.m., New York City time, on October 27, 2023. The Total Consideration for the Notes includes an early tender payment (the “Early Tender Premium”) of U.S.$50.00 per U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offer, subject to the Maximum Aggregate Purchase Price.
The following table summarizes certain pricing terms of the Offer:
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Description of |
CUSIP/ ISIN Nos. |
Outstanding |
Maximum |
Reference |
Reference Yield |
Fixed Spread |
Total |
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4.500% Senior Secured Notes due 2056 |
144A: 45846AAA8 / US45846AAA88
Reg S: P5R70LAA9 / USP5R70LAA96 |
U.S.$1,200,000,000 |
U.S.$160,000,000 |
UST 4.375% due August 15, 2043 |
5.222 % |
+180 |
U.S.$719.95 |
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(1) |
Per U.S.$1,000 principal amount of Notes that are validly tendered and accepted for purchase pursuant to the Offer to Purchase. |
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(2) |
Includes the Early Tender Premium of U.S.$50.00 per U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date (as defined below). |
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(3) |
Excludes accrued interest from the last interest payment date through the applicable Settlement Date (as defined below), which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable. |
The Offer will expire at 5:00 p.m., New York City time, on November 14, 2023, unless extended or earlier terminated (such time, as may be extended, the “Expiration Date”). Holders who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on October 27, 2023 (the “Early Tender Date”) will receive the Total Consideration, which includes the Early Tender Premium indicated in the table above, with respect to Notes validly tendered (and not validly withdrawn) and accepted for purchase subject to the Maximum Aggregate Purchase Price. Notes validly tendered in the Offer may not be withdrawn after 5:00 p.m., New York City time, on October 27, 2023 (such date and time, the “Withdrawal Deadline”), except as may be required by applicable law.
Holders who validly tender (and do not validly withdraw) their Notes after the Early Tender Date but prior to the Expiration Date, which Notes are accepted for purchase, will only receive the Tender Offer Consideration, subject to the Maximum Aggregate Purchase Price. The “Tender Offer Consideration” means, for each U.S.$1,000 principal amount of Notes validly tendered and accepted by the Issuer, the Total Consideration minus the Early Tender Premium. The applicable Consideration (as defined below) will be payable in U.S. dollars.
In addition to the Total Consideration or the Tender Offer Consideration (collectively, the “Consideration”), as applicable, for the Notes validly tendered and accepted for purchase, holders will also receive accrued and unpaid interest from the last interest payment date through the applicable Settlement Date, which will be paid in cash on the applicable Settlement Date.
Tendered Notes may be subject to proration if the aggregate purchase price of Notes validly tendered and not validly withdrawn in the Offer exceeds the Maximum Aggregate Purchase Price. Furthermore, if the aggregate purchase price for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date is greater than the Maximum Aggregate Purchase Price, Holders who validly tender Notes after the Early Tender Date will not be entitled to have any of their Notes accepted for purchase.
The Issuer reserves the right, but is not obligated to, extend the Withdrawal Deadline or the Expiration Date or increase the Maximum Aggregate Purchase Price without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders, except as required by applicable law.
For the Notes validly tendered at or prior to the Early Tender Date (and not subsequently validly withdrawn) and accepted by the Issuer for purchase pursuant to the Offer, subject to the Maximum Aggregate Purchase Price and proration, the Issuer expects settlement to occur on October 31, 2023, which is the second business day following the Early Tender Date (the “Early Settlement Date”), unless the Early Settlement Date is extended by the Issuer in its sole discretion. If no Early Settlement Date occurs, then settlement for all Notes that are validly tendered at any time prior to the Expiration Date and that are accepted for purchase will be made on the Final Settlement Date (as defined below).
For the Notes validly tendered after the Early Tender Date and at or prior to the Expiration Date, and accepted by the Issuer for purchase pursuant to the Offer, subject to the Maximum Aggregate Purchase Price and proration, the Issuer expects settlement to occur on November 15, 2023, which is the first business day following the Expiration Date (the “Final Settlement Date” and, each of the Final Settlement Date and the Early Settlement Date, a “Settlement Date”), unless the Expiration Date is extended by the Issuer in its sole discretion.
The Issuer expressly reserves the absolute right, in its sole discretion, from time to time to purchase any Notes that remain outstanding after the Expiration Date through open-market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise, on terms and at prices that may or may not be equal to the consideration offered in the Offer, or to exercise any of its rights, including redemption rights, under the Indenture governing the Notes.
The Issuer reserves the absolute right to amend or terminate the Offer in its sole discretion, subject to disclosure and other requirements as required by applicable law. In the event of termination of the Offer, Notes tendered and not accepted for purchase pursuant to the Offer will be promptly returned to the tendering holders. The complete terms and conditions of the Offer are described in the Offer to Purchase, a copy of which may be obtained from D.F. King & Co., the information and tender agent (the “Information and Tender Agent”) for the Offer, at [email protected], by telephone at +1 (212) 269-5550 (banks and brokers), +1 (800) 967-5019 (all others) or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005.
The Issuer has engaged J.P. Morgan Securities LLC to act as the sole dealer manager (the “Dealer Manager”) in connection with the Offer. Questions regarding the terms of the Offer may be directed to the Dealer Manager at +1 (866) 846-2874 (U.S. Toll Free) or +1 (212) 834-7279 (collect).
About the Issuer
The Issuer is a closely-held corporation (sociedad anónima cerrada), incorporated and existing under the laws of Chile since December 2012, and registered as a reporting entity (entidad informante) with the Chilean Financial Markets Commission (Comisión para el Mercado Financiero), which was formed after Interconexión Eléctrica S.A. E.S.P. was awarded by the Chilean Government the tender to design, finance, build, operate and maintain a 753-kilometer long power transmission network and its associated works in the country, known as Project 01, which has been in operation since May 2019. The Issuer is one of the major companies in the Chilean energy transmission market (second based on transmission lines per kilometers) measured by installed capacity for national electricity transmission, which is measured in kilometers.
Disclaimer
None of the Issuer, the Dealer Manager, the Information and Tender Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Offer or expressing any opinion as to whether the terms of the Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their Notes and, if so, the purchase price of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Offer.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. This press release does not constitute a notice of redemption of the Notes or an obligation to issue a notice of redemption of the Notes. The Offer is being made solely by means of the Offer to Purchase.
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the United States Securities Exchange Act of 1934, as amended, including those related to the Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements. The Issuer is not under any obligation to (and expressly disclaims any such obligation to) update forward-looking statements as a result of new information, future events or otherwise, except as required by law.
Investor Relations
José Iván Jaramillo Vallejo
Investor Relations Director
[email protected]
+57 (311) 642 97 75
Important Notice
The distribution of materials relating to the Offer and the transactions contemplated by the Offer may be restricted by law in certain jurisdictions. The Offer is void in all jurisdictions where it is prohibited. If materials relating to the Offer come into a holder’s possession, the holder is required by the Issuer to inform itself of and to observe all of these restrictions. The materials relating to Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate on behalf of the Issuer in that jurisdiction. Owners who may lawfully participate in the Offer in accordance with the terms thereof are referred to as “holders.”
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any state or other jurisdiction in which such offer or solicitation would be unlawful.
SOURCE Interchile S.A.
