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 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delivered and not withdrawn, as reported by D.F. King & Co.,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
Security
|
CUSIP /
ISIN
|
Outstanding
Principal
Amount
|
Increased
Tender Cap(1)
|
Increased
Maximum
Aggregate
Consideration
Cap(2)
|
Reference
U.S.
Treasury
Security
|
Bloomberg
Reference
Page(3)
|
Reference
Yield (%)
|
Fixed
Spread
(basis
points)
|
Maximum
Tender Total
Consideration(4)(5)
|
3.450%
Notes due
2031
|
Rule 144A
CUSIP No.:
29245J AM4
Reg S CUSIP
No.: P37110 AR7
Rule 144A ISIN:
US29245JAM45
Reg S ISIN:
USP37110AR76
|
$560,000,000
|
$210,000,000
|
$810,000,000
|
4.375%
U.S.
Treasury
due May
15, 2034
|
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
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