SANTIAGO, Chile, Oct. 30, 2023 /PRNewswire/ — Interchile S.A., a sociedad anónima organized and existing under the laws of Chile (the “Issuer”), announced today (i) it is increasing the purchase price under its previously announced cash tender offer (the “Offer”) 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”), from $719.95 per U.S.$1,000 principal amount of Notes, in the case of Notes validly tendered on or prior to the Early Tender Date, and $669.95 per U.S.$1,000, in the case of Notes validly tendered after the Early Tender Date but at or prior to the Final Expiration Date, up to, in each case, $750.00 per U.S.$1,000 principal amount of Notes (the “Revised Total Consideration”), plus accrued and unpaid interest from, and including, the last interest payment date up to, but not including, the applicable Settlement Date, and (ii) the early tender results in connection with the Offer.
The Offer remains otherwise subject to the terms and conditions set forth in the Issuer’s Offer to Purchase dated October 16, 2023 (as amended or supplemented from time to time, the “Offer to Purchase”). 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”) by the Issuer, in its sole discretion. No tenders will be valid if submitted after the Expiration Date. Subject to applicable law, the Issuer may further amend, modify or terminate the Offer at any time. The amount of Notes that may be purchased in the Offer is subject to the Maximum Aggregate Purchase Price. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offer to Purchase.
As of 5:00 p.m., New York City time, on October 27, 2023 (the “Early Tender Date”), according to D.F. King & Co., the information and tender agent (the “Information and Tender Agent”) for the Offer, tenders were received (and not validly withdrawn) from holders of Notes representing U.S.$78,832,000 in aggregate principal amount of Notes.
The Issuer will accept all the Notes tendered (and not validly withdrawn) prior to or at the Early Tender Date. Subject to the terms and conditions of the Offer, holders who validly tendered their Notes at or prior to the Early Tender Date are eligible to receive the Revised Total Consideration. Since the Revised Total Consideration payable to Holders who validly tendered their Notes at or prior to the Early Tender Date does not exceed the Maximum Aggregate Purchase Price, the Notes validly tendered by such Holders will not be subject to proration.
Notes validly tendered and accepted for purchase on or prior to the Early Tender Date are expected to be purchased 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, subject to the terms and conditions described in the Offer to Purchase. In addition, tendering holders whose Notes are accepted for purchase will also be paid accrued and unpaid interest from, and including, the last interest payment date up to, but not including, the Early Settlement Date.
Withdrawal rights for the Offer expired as of 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. Notes validly tendered in the Offer may no longer be withdrawn after the Withdrawal Deadline, except as may be required by applicable law.
The Issuer further announces that Holders who validly tender their Notes after the Early Tender Date but at or prior to the Expiration Date will also be eligible to receive the Revised Total Consideration of U.S.$750.00 for each U.S.$1,000 principal amount of Notes, plus accrued and unpaid interest up to but not including the Final Settlement Date (as defined below). 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, subject to disclosure and other requirements under applicable law. The Issuer reserves the right to increase or decrease the Maximum Aggregate Purchase Price.
Payment for Notes validly tendered after the Early Tender Date but prior to the Expiration Date and accepted for purchase is expected to be made on November 15, 2023, which is the first business day following the Expiration Date (the “Final Settlement Date”), unless the Expiration Date is extended by the Issuer in its sole discretion.
Completion of the Offer is subject to customary conditions. If the conditions to the Offer are satisfied or waived, and the Issuer decides to proceed with settlement on the Early Settlement Date, the Issuer will thereafter accept for purchase and pay for any Notes validly tendered in the Offer at or prior to the Early Tender Date on the Early Settlement Date.
The Issuer reserves the right, but is not obligated to, extend the Expiration Date or increase the Maximum Aggregate Purchase Price without reinstating withdrawal rights of Holders, except as required by applicable law.
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 will publicly announce any extension, amendment or termination in the manner described in the Offer to Purchase. There can be no assurance that the Issuer will exercise its right to extend, terminate or amend 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 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.
