NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR
TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE
SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
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 early 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").
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.
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 proceeds from the issuance of the New Notes,
together with existing cash balances and/or additional financings,
are expected to fund the Maximum Tender Offer.
The early tender deadline for the Maximum Tender Offer was
5:00 p.m., New York City time, on August 2, 2024 (the "Early Tender Time"). As of
the Early Tender Time, $287,488,000
aggregate principal amount of the Maximum Tender Offer Notes had
been delivered and not withdrawn.
The Company also announced its decision to increase the tender
cap for the Maximum Tender Offer , from $200,000,000 to $210,000,000, subject to the Maximum Aggregate
Consideration Cap. The Maximum Aggregate Consideration Cap is
$800,000,000, which is specified as
the 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). On July 31, 2024, the Company purchased for cash
$621,644,000 aggregate principal
amount of its 3.750% Notes due 2026 (the "Any and All Notes"). The
Company paid $613,805,069.16 for the
purchase of such Any and All Notes (excluding the Accrued
Interest).
The Maximum Tender Total Consideration in respect of the Maximum
Tender Offer Notes will be calculated at or around 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. A press release announcing (i) the Maximum
Tender Total Consideration, (ii) the aggregate principal amount of
the Maximum Tender Offer Notes accepted for purchase by the Company
and (iii) the pro ration factor will be disseminated after the
Maximum Tender Price Determination Time.
In respect of accepted Maximum Tender Offer Notes that were
delivered at or prior to the Early Tender Time, the Company expects
the Early Tender Settlement Date to occur on the second business
day after the Early Tender Time, August 6,
2024.
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 are accepted for purchase will
receive the Maximum Tender Total Consideration, together with an
amount equal to the Accrued Interest thereon.
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.
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.
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SOURCE Empresa Nacional del Petróleo