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SANTIAGO, Chile, Aug. 5, 2024 /PRNewswire/ — Empresa Nacional del Petróleo, a state-owned enterprise organized under the laws of the Republic of Chile (“ENAP” or the “Company”) 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 July 22, 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Tender Time”), $287,488,000 aggregate principal amount of the Maximum Tender Offer Notes had been delivered and not withdrawn, as reported by D.F. King & Co., Inc. (the “Information and Tender Agent”).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:
|
Title of |
CUSIP / ISIN |
Outstanding |
Increased |
Increased |
Reference |
Bloomberg |
Reference |
Fixed |
Maximum |
|
3.450% |
Rule 144A
Reg S CUSIP Rule 144A ISIN: Reg S ISIN: |
$560,000,000 |
$210,000,000 |
$810,000,000 |
4.375%
|
FIT1 |
3.710 % |
T+135 |
$904.80 |
|
(1) |
The Maximum Tender Offer is subject to the Increased Tender Cap of $210,000,000, which is specified as an aggregate principal amount of the Maximum Tender Offer Notes. The Company will purchase Maximum Tender Offer Notes subject to the Increased Tender Cap. |
|
(2) |
The Maximum Tender Offer is also subject to an increased maximum aggregate consideration cap of $810,000,000 (the “Increased Maximum Aggregate Consideration Cap” and together with the Increased Tender Cap, the “Aggregate Cap”), which is specified as the aggregate consideration to be paid by the Company for the principal amount of its 3.750% Notes due 2026 (the “Any and All Notes”) and the Maximum Tender Offer Notes (excluding the Accrued Interest). The Company will purchase Maximum Tender Offer Notes subject to the Increased Maximum Aggregate Consideration Cap. On July 31, 2024, the Company paid $613,805,069.16 to purchase for cash $621,644,000 aggregate principal amount of the Any and All Notes. |
|
(3) |
The page on Bloomberg from which the Dealer Managers quoted the bid-side price of the applicable Reference U.S. Treasury Security. |
|
(4) |
The Maximum Tender Total Consideration in respect of the Maximum Tender Offer Notes was calculated at 10:00 a.m., New York City time, today (the “Maximum Tender Price Determination Time”) in accordance with standard market practice, as described in the Offer to Purchase. |
|
(5) |
For each $1,000 principal amount of Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase. The amounts shown already include the Early Tender Premium. |
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 August 6, 2024.
On July 30, 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 [email protected].
This announcement is for informational purposes only and does not constitute an offer to buy, or a solicitation of an offer to sell, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Maximum Tender Offer is only being made pursuant to the Offer to Purchase. Holders of the Maximum Tender Offer Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Maximum Tender Offer.
The New Notes were issued pursuant to an offering memorandum dated July 24, 2024 (the “Offering Memorandum”) and an indenture dated July 30, 2024. Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the Offering Memorandum, and no reliance is to be placed on any representations other than those contained in the Offering Memorandum.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.
General
This announcement does not constitute an offer to buy or the solicitation of an offer to sell the Maximum Tender Offer Notes (and tenders of Maximum Tender Offer Notes in the Maximum Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation or acceptance is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Maximum Tender Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers’ affiliates is such a licensed broker or dealer in any such jurisdiction, the Maximum Tender Offer shall be deemed to be made by such Dealer Manager or such Dealer Manager’s affiliate, as the case may be, on behalf of the Company in such jurisdiction.
The Maximum Tender Offer does not constitute an offer to purchase in Chile or to any resident of Chile, except as permitted by applicable Chilean law. The Maximum Tender Offer will not constitute a public offer in Chile, and therefore will not be (a) subject to registration with the Chilean Financial Market Commission (Comisión para el Mercado Financiero or “CMF”); nor (b) made through any of the stock exchanges in Chile.
Each tendering Holder participating in the Maximum Tender Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the section titled “Description of the Offers—Procedures for Tendering Notes—Other Matters” in the Offer to Purchase. Any tender of the Maximum Tender Offer Notes for purchase pursuant to the Maximum Tender Offer from a Holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Managers and the Information and Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Maximum Tender Offer Notes for purchase pursuant to the Maximum Tender Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.
None of the Company, its board of directors, its officers, the Dealer Managers, the depositary, the information agent or the trustee with respect to the Maximum Tender Offer Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Maximum Tender Offer Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Maximum Tender Offer Notes and, if so, the principal amount of Maximum Tender Offer Notes to tender.
Forward-Looking Information
This announcement contains certain forward-looking statements which reflect the Company’s intent, beliefs or current expectations about the future and can be recognized by the use of words such as “expects,” “will,” “anticipate,” or words of similar meaning. These forward-looking statements are not guarantees of any future performance and are necessarily estimates reflecting the best judgment of the senior management of the Company and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements, which include, without limitation, the risk factors set forth in the Offer to Purchase. The Company cannot guarantee that any forward-looking statement will be realized, although it believes it has been prudent in its plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions that may prove to be inaccurate. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. The Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances or to reflect the occurrence of unanticipated events, except as required by applicable law.
SOURCE Empresa Nacional del Petróleo
