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, July 29,
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 results of its previously announced offer to
purchase for cash any and all of its outstanding 3.750% Notes due
2026 (the "Any and All Notes") upon the terms of, and subject
to, the conditions in the offer to purchase dated July 22, 2024 (the "Offer to Purchase") and the
accompanying notice of guaranteed delivery (the "Notice of
Guaranteed Delivery" and, together with the Offer to Purchase, the
"Tender Offer Documents"), including the New Financing
Condition.
On July 24, 2024, the Company
priced the offering of $600,000,000
5.950% Notes due 2034 (the "New Notes"). 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
Any and All Tender Offer. The issuance of the New Notes is expected
to close on July 30, 2024.
The offer to purchase for cash the Any and All Notes is referred
to herein as the "Any and All Tender Offer". Capitalized terms not
otherwise defined in this announcement have the same meaning as
assigned to them in the Offer to Purchase.
The Any and All Tender Offer expired at 5:00 p.m., New York
City time, on July 26, 2024
(the "Any and All Expiration Time"). In accordance with the terms
of the Any and All Tender Offer, the Company is accepting for
purchase any and all of the Any and All Notes validly tendered and
not validly withdrawn.
The following table sets forth the aggregate principal amount of
Any and All Notes validly tendered at or prior to the Any and All
Expiration Time and not validly withdrawn, according to information
provided by D.F. King & Co., Inc., the Information and Tender
Agent (the "Information and Tender Agent") for the Any and All
Tender Offer:
Title of
Security
|
CUSIP /
ISIN
|
Principal Amount
Previously Outstanding
|
Principal Amount
Tendered(1)
|
All Validly Tendered
Notes Accepted?
|
Principal Amount
Remaining Outstanding(2)
|
Any and All Purchase
Price Consideration(3)
|
3.750% Notes due
2026
|
Rule 144A CUSIP No.:
29245J AJ1
Reg S CUSIP No.: P37110
AK2
Rule 144A ISIN:
US29245JAJ16
Reg S ISIN:
USP37110AK24
|
$700,000,000
|
$623,209,000
|
Yes
|
$76,791,000
|
$987.39
|
(1)
|
The principal amount of
Any and All Notes listed in the table above includes $1,565,000
aggregate principal amount of Any and All Notes that were tendered
pursuant to the Guaranteed Delivery Procedures, the acceptance of
which remains subject to the valid delivery at or prior to 5:00
p.m., New York City time, on July 30, 2024 (the "Guaranteed
Delivery Date") of such Any and All Notes, pursuant to the terms
and subject to the conditions set forth in the Offer to
Purchase.
|
(2)
|
The principal amount of
Any and All Notes remaining outstanding listed in the table above
assumes that the Any and All Notes tendered pursuant to the
Guaranteed Delivery Procedures will be validly delivered at or
prior to the Guaranteed Delivery Date and purchased pursuant to the
Any and All Tender Offer.
|
(3)
|
Per $1,000 in principal
amount of the Any and All Notes validly tendered and not validly
withdrawn at or prior to the Any and All Expiration Time and
accepted for purchase.
|
In addition to the Any and All Purchase Price Consideration,
Holders whose Any and All Notes are accepted for purchase will be
paid the Accrued Interest. Interest will cease to accrue on the Any
and All Settlement Date for all Any and All Notes purchased in the
Any and All Tender Offer.
In respect of accepted Any and All Notes that were delivered at
or prior to the Any and All Expiration Time, the Company expects
the Any and All Settlement Date to occur on the third business day
after the Any and All Expiration Time, expected to be July 31, 2024. In respect of accepted Any and All
Notes that are delivered pursuant to the Guaranteed Delivery
Procedures, the Company expects the Guaranteed Delivery Settlement
Date to occur on the business day after the Guaranteed Delivery
Date, which is expected to be July 31,
2024.
For the avoidance of doubt, holders of the Maximum Tender Offer
Notes (as defined in the Offer to Purchase) may validly tender such
Maximum Tender Offer Notes, subject to the terms and conditions set
forth in the Offer to Purchase, at or prior to the Early Tender
Time (as defined in the Offer to Purchase), being 5:00 p.m., New York
City time, on August 2, 2024
and/or at or prior to the Maximum Tender Expiration Time (as
defined in the Offer to Purchase), being 5:00 p.m., New York
City time, on August 19,
2024.
For additional information, please contact the Dealer Managers,
BofA Securities, Inc. at +1 (888) 292-0070 (toll free), +1 (646)
855-8998 (collect); to Itau BBA USA Securities, Inc. at +1 (212) 710-6749
(collect); to Scotia Capital (USA)
Inc. at +1 (800) 372-3930 (toll free) or +1 (212) 225-5501
(collect); to J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll
free) or +1 (212) 834-7279 (collect); and to Santander US Capital
Markets LLC at +1 (855) 404-3636 (toll free) or +1 (212) 350-0660
(collect).
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 Any and All Tender Offer is only being made
pursuant to the Offer to Purchase. Holders of the Any and All Notes
are urged to carefully read the Offer to Purchase before making any
decision with respect to the Any and All Tender Offer.
The New Notes are expected to be issued pursuant to an offering
memorandum dated July 24, 2024 (the
"Offering Memorandum") and an indenture expected to be 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 Any and All Notes (and tenders
of Any and All Notes in the Any and All 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 Any and
All 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 Any and All
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 Any and All 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 Any and All 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 Any and All 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
Any and All Notes for purchase pursuant to the Any and All 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 Any and All Notes for purchase pursuant to the Any and All
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 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
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 Notes and, if so, the principal amount of
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