ENGIE Energía Chile S.A. (formerly known as E.CL S.A.) ("EECL") announced that it has commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 4.500% Notes due 2025 (the "Notes") listed below.
The Tender Offer is being made pursuant to an offer to purchase dated April 8, 2024 (the "Offer to Purchase") and related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents"), which set forth the terms of the Tender Offer. The following table sets forth certain information relating to the Tender Offer:
Following consummation of the Tender Offer, the Notes that are accepted for purchase will be retired and cancelled.
Holders of Notes that are validly tendered prior to or at 5:00 p.m., New York City time, on April 12, 2024 or, in each case, any other date and time to which EECL extends the Tender Offer (such date and time, as it may be extended with respect to the Tender Offer, the "Expiration Date") and that are accepted for purchase will receive the Tender Offer Consideration plus accrued and unpaid interest on such Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the settlement date, which is expected to occur three business days after the Expiration Date.
Holders will be permitted to withdraw tendered Notes at any time prior to the earlier of (i) the Expiration Date, and (ii) if the Tender Offer is extended, the 10th business day after the commencement of such Tender Offer, by following the procedures described in the Offer Documents. The Notes may also be validly withdrawn by following the procedures described in the Offer Documents if, for any reason, the Tender Offer has not been consummated within 60 business days after commencement.
Holders who validly tender their Notes pursuant to the guaranteed delivery procedures described in the Offer Documents must deliver their Notes no later than 5:00 p.m., New York City time, on April 16, 2024, the second business day following the Expiration Date.
Completion of the Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents. EECL has the right, in its sole discretion, to amend or terminate the Tender Offer at any time, subject to applicable law.
For additional information regarding the terms of the Tender Offer, please contact the dealer managers for the Tender Offer (the "Dealer Managers"), J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll-free) or +1 (212) 834-7279 (collect), Santander US Capital Markets LLC at +1 (212) 350-0660 (toll-free) or +1 (855) 404-3636 (collect) or Scotia Capital (USA) Inc. at +1 (800) 372-3930 (toll-free) or +1 (212) 225-5501 (collect).
Copies of the Offer Documents may be obtained from Global Bondholder Services Corporation (the "Tender and Information Agent"), at the following web address: https://www.gbsc-usa.com/engie/, or, at +1 (855) 654-2015 (toll-free) and +1 (212) 430-3774 (collect). All deliveries and correspondence sent to the Tender and Information Agent should be directed to Global Bondholder Services Corporation, 65 Broadway – Suite 404, New York, New York 10006, Attn: Corporate Actions.
Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer or passed upon the adequacy or accuracy of the disclosure in the Offer Documents.
