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 22,
2024 /PRNewswire/ -- Empresa Nacional del Petróleo, a
state-owned enterprise organized under the laws of the Republic of Chile ("ENAP" or the "Company"),
announces the launch of its offers to purchase for cash in two
concurrent, but separate offers, (i) any and all of its outstanding
3.750% Notes due 2026 (the "Any and All Notes"), of which
$700,000,000 is outstanding; and (ii)
up to $200,000,000 aggregate
principal amount of its 3.450% Notes due 2031 (the "Maximum Tender
Offer Notes", and together with the Any and All Notes, the "Notes")
upon the terms of, and subject to the conditions in, the offer to
purchase dated July 22, 2024 (the
"Offer to Purchase") and, in the case of the Any and All Notes
only, the accompanying notice of guaranteed delivery (the "Notice
of Guaranteed Delivery," together with the Offer to Purchase, the
"Tender Offer Documents"), including the New Financing Condition
(as defined below) and the Aggregate Cap (as defined below).
Each offer to purchase each series of Notes is referred to
herein as an "Offer" and the offers to purchase the Notes as the
"Offers." The offer to purchase the Any and All Notes is referred
to herein as the "Any and All Tender Offer" and the offer to
purchase the Maximum Tender Offer Notes is referred to herein as
the "Maximum Tender Offer." Capitalised terms not otherwise defined
in this announcement have the same meaning as assigned to them in
the Offer to Purchase.
Holders are advised to read carefully the Tender Offer Documents
for full details of, and information on the procedures for
participating in, the Offers. All documentation relating to the
Offers, including the Tender Offer Documents, together with any
updates, are available at the following website:
https://www.dfking.com/ENAP.
The following tables set forth certain terms of the Any and All
Tender Offer and the Maximum Tender Offer, respectively:
Title of
Security
|
CUSIP /
ISIN
|
Outstanding
Principal
Amount
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference
Page(1)
|
Fixed Spread
(basis points)
|
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
|
1.875% U.S.
Treasury due
July 31,
2026
|
FIT5
|
+0
|
Title of
Security
|
CUSIP /
ISIN
|
Outstanding
Principal
Amount
|
Tender
Cap(2)
|
Maximum
Aggregate
Consideration Cap(3)
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference Page(1)
|
Fixed Spread
(basis points)
|
Early
Tender
Premium(4)
|
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
|
$200,000,000
|
$800,000,000
|
4.375% U.S.
Treasury due
May 15, 2034
|
FIT1
|
T+135
|
$50
|
|
|
(1)
|
The page on Bloomberg
from which the Dealer Managers will quote the bid-side price of the
applicable Reference U.S. Treasury Security.
|
(2)
|
The offer with respect
to the Maximum Tender Offer Notes is subject to a tender cap of
$200,000,000 (the "Tender Cap"), 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 Tender Cap.
Subject to applicable law, the Company reserves the right, but is
under no obligation, to increase, decrease or eliminate the Tender
Cap at any time and in its sole discretion. Any such increase,
decrease or elimination could result in the Company purchasing an
aggregate principal amount of Maximum Tender Offer Notes having a
greater or lesser aggregate principal amount than the Tender
Cap.
|
(3)
|
The offer with respect
to the Maximum Tender Offer Notes is also subject to a tender cap
of $800,000,000 (the "Maximum Aggregate Consideration Cap" and
together with the Tender Cap, the "Aggregate Cap"), which is
specified as the aggregate consideration to be paid by the Company
for the principal amount of both series of Notes (excluding the
Accrued Interest (as defined below)). The Company will purchase
Maximum Tender Offer Notes subject to the Maximum Aggregate
Consideration Cap. Subject to applicable law, the Company reserves
the right, but is under no obligation, to increase, decrease or
eliminate the Maximum Aggregate Consideration Cap at any time and
in its sole discretion. Any such increase, decrease or elimination
could result in the Company purchasing an aggregate principal
amount of Maximum Tender Offer Notes having a greater or lesser
aggregate principal amount than the Tender Cap.
|
(4)
|
For each $1,000
principal amount of Maximum Tender Offer Notes tendered at or prior
to the Early Tender Time and accepted for purchase. The Maximum
Tender Total Consideration for the Maximum Tender Offer Notes
validly tendered and not validly withdrawn prior to or at the Early
Tender Time (as defined below) and accepted for purchase will be
calculated in the manner described herein using the applicable
Fixed Spread and is already inclusive of an amount in cash equal to
the applicable amount set forth in the second table hereabove (the
"Early Tender Premium"). For the avoidance of doubt, the Early
Tender Premium is not payable in addition to the Maximum Tender
Total Consideration.
|
All Notes accepted in the Offers will be cancelled and retired
by the Company.
Purpose of the Offers
The Offers and the issuance of the New Notes (as defined below)
are being undertaken to, among other things, refinance existing
indebtedness of the Company.
New Financing Condition
The Company is today, July 22,
2024, announcing its intention to issue new U.S.
dollar-denominated notes, subject to market conditions (the "New
Notes"). Whether the Company will accept for purchase any Notes
validly tendered in the Offers and complete the Offers is subject,
without limitation, to the successful completion (in the sole and
absolute determination of the Company) of the issuance of the New
Notes (the "New Financing Condition").
Consideration for the Notes
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, including the New Financing Condition,
Holders of the Any and All Notes who validly tender and do not
validly withdraw the Any and All Notes at or prior to the Any and
All Expiration Time or the Guaranteed Delivery Date pursuant to the
Guaranteed Delivery Procedures, and whose Any and All Notes are
accepted for purchase by the Company, will receive the Any and All
Purchase Price Consideration for each $1,000 principal amount of the Any and All Notes,
which will be payable in cash. The Early Tender Premium is not
applicable to the Any and All Tender Offer.
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, including the New Financing Condition, and
subject to the Aggregate Cap, Holders who validly tender and do not
validly withdraw the Maximum Tender Offer Notes at or prior to the
Early Tender Time, and whose Maximum Tender Offer Notes are
accepted for purchase by ENAP, will receive the Maximum Tender
Total Consideration, which already includes the Early Tender
Premium, for each $1,000 principal
amount of the Maximum Tender Offer Notes, which will be payable in
cash. Holders who validly tender the Maximum Tender Offer Notes
after the Early Tender Time, and at or prior to the Maximum Tender
Expiration Time whose Maximum Tender Offer Notes are accepted for
purchase by ENAP, will receive the Late Maximum Tender Offer
Consideration for each $1,000
principal amount of the Maximum Tender Offer Notes, which will be
payable in cash.
The Any and All Purchase Price Consideration or the Maximum
Tender Total Consideration, as applicable, will be calculated at
the applicable Price Determination Time and will be determined in
accordance with standard market practice, as described below, using
the sum of (such sum for each series of Notes, the "Offer
Yield"):
(i) the reference yield, as calculated by
the Dealer Managers in accordance with standard market practice,
that corresponds to the bid-side price of the applicable Reference
U.S. Treasury Security in the table above for the respective series
of Notes appearing at the applicable Price Determination Time on
the Bloomberg Reference Page specified in the table above for the
respective series of Notes (or any other recognized quotation
source selected by ENAP in consultation with the Dealer Managers if
such quotation report is not available or manifestly erroneous)
(such reference yield, the "Reference Yield"), plus
(ii) the applicable Fixed Spread specified
in the table above for the respective series of Notes.
Subject to the terms and conditions described in the Tender
Offer Documents, the Any and All Purchase Price Consideration for
each $1,000 principal amount of the
Any and All Notes accepted by ENAP pursuant to the Any and All
Tender Offer will be determined in accordance with standard market
practice as described by the formula set forth in Annex A-1 to the
Offer to Purchase, and will equal (i) the present value on the Any
and All Settlement Date of $1,000
principal amount of such Any and All Notes due on the scheduled
maturity date of such Any and All Notes and all scheduled interest
payments on such Any and All Notes to be made from (but excluding)
the Any and All Settlement Date up to (and including) such
scheduled maturity date, discounted to the Any and All Settlement
Date at a discount rate equal to the applicable Offer Yield, minus
(ii) the Accrued Interest per $1,000
principal amount of the Any and All Notes; with the total amount
being rounded to the nearest cent per $1,000 principal amount of such Notes. The
Early Tender Premium is not applicable to the Any and All Tender
Offer.
Subject to the terms and conditions described in the Tender
Offer Documents, including the Aggregate Cap, the Maximum Tender
Total Consideration for each $1,000
principal amount of the Maximum Tender Offer Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Time and
accepted by ENAP pursuant to the Maximum Tender Offer will be
determined in accordance with standard market practice as described
by the formula set forth in Annex A-1 to the Offer to Purchase, and
will equal (i) the present value on the Early Tender Settlement
Date of $1,000 principal amount of
such Maximum Tender Offer Notes due on the scheduled maturity date
of such Maximum Tender Offer Notes and all scheduled interest
payments on such Maximum Tender Offer Notes to be made from (but
excluding) the Early Tender Settlement Date up to (and including)
such scheduled maturity date, discounted to the Early Tender
Settlement Date at a discount rate equal to the applicable Offer
Yield, minus (ii) the Accrued Interest per $1,000 principal amount of such Notes as of the
Early Tender Settlement Date; with the total amount being rounded
to the nearest cent per $1,000
principal amount of such Maximum Tender Offer Notes. The Maximum
Tender Total Consideration for the Maximum Tender Offer Notes, as
calculated using the applicable Fixed Spread, already includes the
Early Tender Premium.
Subject to the terms and conditions described in the Tender
Offer Documents, including the Aggregate Cap, the Late Maximum
Tender Offer Consideration payable by ENAP for each $1,000 principal amount of the relevant Maximum
Tender Offer Notes validly tendered and accepted by ENAP after the
Early Tender Time but at or prior to the Maximum Tender Expiration
Time pursuant to the Maximum Tender Offer will equal the applicable
Maximum Tender Total Consideration minus the Early Tender
Premium.
ENAP will issue a press release specifying the applicable
consideration for each series of Notes as soon as reasonably
practicable after the determination thereof by the Dealer
Managers.
Accrued Interest
In addition to the applicable consideration, Holders whose Notes
are accepted for purchase will be paid the accrued and unpaid
interest on such Notes to, but not including, the applicable
Settlement Date (such amount, "Accrued Interest"). Interest will
cease to accrue on the applicable Settlement Date for all Notes
accepted in the Offers. For the avoidance of doubt, interest will
cease to accrue on the Any and All Settlement Date for all Any and
All Notes accepted in the Any and All Tender Offer, including Any
and All Notes that are delivered pursuant to the Guaranteed
Delivery Procedures.
Aggregate Tender Cap
The Maximum Tender Offer Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time will be subject to
the Maximum Aggregate Consideration Cap and the Tender Cap
specified on the front cover page of this document.
If either the Maximum Aggregate Consideration Cap or the Tender
Cap is reached at or prior to the Early Tender Time, any Maximum
Tender Offer Notes tendered after the Early Tender Time will not be
accepted. If neither the Maximum Aggregate Consideration Cap nor
the Tender Cap is reached at or prior to the Early Tender Time, the
Maximum Tender Offer Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time will be accepted in
priority to Maximum Tender Offer Notes validly tendered after the
Early Tender Time and at or prior to the Maximum Tender Expiration
Time, and any Maximum Tender Offer Notes validly tendered after the
Early Tender Time and prior to the Maximum Tender Expiration Time
will be subject to the Aggregate Cap (when also taking into account
the Maximum Tender Offer Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time in respect of the
Tender Cap, and the Any and All Notes validly tendered and not
validly withdrawn at or prior to the Any and All Expiration Time
plus the Maximum Tender Offer Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Time in respect
of the Maximum Aggregate Consideration Cap).
If the aggregate principal amount of the Maximum Tender Offer
Notes that are validly tendered and, in the case of the Early
Tender Time, not validly withdrawn at or prior to the Early Tender
Time or the Maximum Tender Expiration Time, as applicable, exceeds
the Tender Cap and/or the Maximum Aggregate Consideration Cap, the
Company will only accept for purchase an aggregate principal amount
of Maximum Tender Offer Notes such that the aggregate principal
amount of Maximum Tender Offer Notes does not exceed the Tender Cap
and the total consideration to be paid by the Company for the
principal amount of both series of Notes (excluding the Accrued
Interest) does not exceed the Maximum Aggregate Consideration Cap.
For the avoidance of doubt, Maximum Tender Offer Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Time will always be accepted in priority to those validly tendered
after the Early Tender Time.
Key Dates, Offer Period and Results
Holders of the Notes should note the following dates relating to
the Any and All Tender Offer:
Date
|
|
Calendar Date
|
|
|
Launch Date
|
|
July 22,
2024
|
|
|
|
|
|
|
|
Any and All Price
Determination Time
|
|
At or around 11:00
a.m., New York City time, on July 26, 2024, unless extended or
earlier terminated by the Company in its sole and absolute
discretion, subject to applicable law
|
|
|
|
|
|
|
|
Any and All Withdrawal
Deadline
|
|
5:00 p.m., New York
City time, on July 26, 2024, unless extended or earlier terminated
by the Company in its sole and absolute discretion, subject to
applicable law
|
|
|
|
|
|
|
|
Any and All Expiration
Time
|
|
5:00 p.m., New York
City time, on July 26, 2024, unless extended or earlier terminated
by the Company in its sole and absolute discretion, subject to
applicable law
|
|
|
|
|
|
|
|
Any and All Results
Announcement Date
|
|
The first business day
after the Any and All Expiration Time, expected to be July
29, 2024
|
|
|
|
|
|
|
|
Guaranteed Delivery
Date
|
|
5:00 p.m., New York
City time, on July 30, 2024
|
|
|
|
|
|
|
|
Any and All Settlement
Date
|
|
In respect of accepted
Any and All Notes that are 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, July 31, 2024
|
|
|
|
|
|
|
|
Guaranteed Delivery
Settlement Date
|
|
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, July 31, 2024
|
|
|
|
|
|
Holders of the Notes
should note the following dates relating to the Maximum Tender
Offer:
|
|
|
Date
|
|
Calendar Date
|
|
|
Launch Date
|
|
July 22,
2024
|
|
|
|
|
|
|
|
Early Tender
Time
|
|
5:00 p.m., New York
City time, on August 2, 2024, unless extended or earlier terminated
by the Company in its sole and absolute discretion, subject to
applicable law
|
|
|
|
|
|
|
|
Maximum Tender
Withdrawal Deadline
|
|
5:00 p.m., New York
City time, on August 2, 2024, unless extended or earlier terminated
by the Company in its sole and absolute discretion, subject to
applicable law
|
|
|
|
|
|
|
|
Early Results
Announcement Date
|
|
The first business day
after the Early Tender Time, expected to be August 5,
2024
|
|
|
|
|
|
|
|
Maximum Tender Price
Determination Time
|
|
10:00 a.m., New York
City time, on August 5, 2024, unless extended or earlier terminated
by the Company in its sole and absolute discretion, subject to
applicable law
|
|
|
|
|
|
|
|
Early Tender Settlement
Date
|
|
In respect of Maximum
Tender Offer Notes that are validly tendered and not validly
withdrawn at or prior to the Early Tender Time and accepted for
purchase, the Company expects the Early Tender Settlement Date to
occur on the second business day after the Early Tender Time,
August 6, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Tender
Expiration Time
|
|
5:00 p.m., New York
City time, on August 19, 2024, unless extended or earlier
terminated by the Company in its sole and absolute discretion,
subject to applicable law
|
|
|
|
|
|
|
|
Maximum Tender Results
Announcement Date
|
|
The first business day
after the Maximum Tender Expiration Time, expected to be August 20,
2024
|
|
|
|
|
|
|
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Maximum Tender
Settlement Date
|
|
In respect of Maximum
Tender Offer Notes that are validly tendered after the Early Tender
Time and at or prior to the Maximum Tender Expiration Time and
accepted for purchase, the Company expects the Maximum Tender
Settlement Date to occur on the second business day after the
Maximum Tender Expiration Time, August 21, 2024
|
|
|
The relevant deadline set by any intermediary or DTC for
participation in the Offers will be earlier than this
deadline.
The acceptance of Notes for purchase is conditional on the
satisfaction of the conditions of the Offers as provided in
"Description of the Offers—Conditions to the Offers" in the Offer
to Purchase, including the New Financing Condition.
The Company has retained BofA Securities, Inc., Itau BBA
USA Securities, Inc., J.P. Morgan
Securities LLC, Santander US Capital Markets LLC and Scotia Capital
(USA) Inc., as Dealer Managers and
D.F. King & Co., Inc. as Information and Tender Agent (the
"Information and Tender Agent") for the purposes of the Offers.
Questions regarding procedures for tendering Notes may be
directed to 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. Questions regarding the Offers may be directed
to 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 Offers are only being made pursuant to the
Offer to Purchase. Holders of the Notes are urged to carefully read
the Offer to Purchase before making any decision with respect to
the Offers.
This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for, or otherwise
invest in, New Notes in the United
States.
The New Notes will be issued pursuant to an offering memorandum
dated July 22, 2024 (the "Offering
Memorandum"). 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 Notes (and tenders of Notes in the
Offers 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 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 Offers
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 Offers do not constitute an offer to purchase in
Chile or to any resident of
Chile, except as permitted by
applicable Chilean law. The Offers 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 Offers 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 Notes for purchase
pursuant to the Offers 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 Notes for purchase pursuant to the
Offers, 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
trustees 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 recognised 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 realised, 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 materialise, 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