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.
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.
