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 26,
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 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.
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.
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, the Any and All Purchase Price
Consideration (as defined in the Offer to Purchase) for the Any and
All Notes is set forth in the following table:
Title of
Security
|
CUSIP /
ISIN
|
Outstanding
Principal
Amount
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference
Page(1)
|
Reference
Yield (%)
|
Fixed
Spread
(basis
points)
|
Any and All
Purchase Price
Consideration(2)(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
|
1.875% U.S.
Treasury
due July 31, 2026
|
FIT5
|
4.411 %
|
+0
|
$987.39
|
(1)
|
The page on Bloomberg
from which the Dealer Managers quoted the bid-side price of the
Reference U.S. Treasury Security.
|
(2)
|
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withdrawn at or prior to the Any and All Expiration Time, and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.
|
(3)
|
The Any and All
Purchase Price Consideration for the Any and All Notes was
calculated at or around 11:00 a.m., New York City time, today (the
"Any and All Price Determination Time") in accordance with standard
market practice, as described in the Offer to Purchase.
|
The Any and All Tender Offer will expire at 5:00 p.m., New York
City time, on July 26, 2024
(such date and time, as the same may be extended, the "Any and All
Expiration Time"). The Any and All Notes tendered may be validly
withdrawn at any time at or prior to the Any and All Expiration
Time, but not thereafter.
The "Any and All Results Announcement Date" is expected to be
July 29, 2024, unless the Any and All Tender Offer is
extended. 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, 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.
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.
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 thereon. 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. For avoidance of doubt,
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, including Any and All Notes that are delivered pursuant to
the Guaranteed Delivery Procedures.
The consummation of the Any and All Tender Offer and the
Company's obligation to accept and pay for the Any and All Notes
validly tendered (and not validly withdrawn) pursuant to the Any
and All Tender Offer is subject to the satisfaction or waiver of
certain conditions described in the Offer to Purchase, including
the New Financing Condition. The Company reserves the right,
subject to applicable law, to amend or waive any and all conditions
to the Any and All Tender Offer.
Holders are advised to check with any intermediary (as
defined in the Offer to Purchase) through which they hold Notes as
to when such intermediary would need to receive instructions from a
Holder in order for that Holder to be able to participate in, or
(in the circumstances in which revocation is permitted) revoke
their instruction to participate in the Any and All Tender Offer
before the deadlines specified herein and in the Offer to Purchase.
The deadlines set by any such intermediary and DTC for
participation in the Any and All Tender Offer may be earlier than
the relevant deadlines specified herein and in the Offer to
Purchase.
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 Any and All Tender Offer.
Questions regarding procedures for tendering the Any and All
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 Any
and All Tender Offer 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 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.
View original
content:https://www.prnewswire.com/news-releases/empresa-nacional-del-petroleo-announces-pricing-of-any-and-all-tender-offer-for-its-3-750-notes-due-2026--302207727.html
SOURCE Empresa Nacional del Petróleo