EMPRESA NACIONAL DEL PETRÓLEO ANNOUNCES EARLY RESULTS OF ITS CASH TENDER OFFER RELATING TO ITS 3.450% NOTES DUE 2031

News provided by

Aug 05, 2024, 08:44 ET

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, Aug. 5, 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 early results of its previously announced offer to purchase for cash its 3.450% Notes due 2031 (the "Maximum Tender Offer Notes") upon the terms of, and subject to the conditions in, the offer to purchase dated July 22, 2024 (the "Offer to Purchase").

The offer to purchase for cash the Maximum Tender Offer Notes is referred to herein as the "Maximum Tender Offer". Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

On July 30, 2024, the Company closed the offering of $600,000,000 5.950% Notes due 2034 (the "New Notes"). As a result, the New Financing Condition has been satisfied with respect to the Maximum Tender Offer. The proceeds from the issuance of the New Notes, together with existing cash balances and/or additional financings, are expected to fund the Maximum Tender Offer.

The early tender deadline for the Maximum Tender Offer was 5:00 p.m., New York City time, on August 2, 2024 (the "Early Tender Time"). As of the Early Tender Time, $287,488,000 aggregate principal amount of the Maximum Tender Offer Notes had been delivered and not withdrawn.

The Company also announced its decision to increase the tender cap for the Maximum Tender Offer , from $200,000,000 to $210,000,000, subject to the Maximum Aggregate Consideration Cap. The Maximum Aggregate Consideration Cap is $800,000,000, which is specified as the aggregate consideration to be paid by the Company for the principal amount of the Any and All Notes and the Maximum Tender Offer Notes (excluding the Accrued Interest). On July 31, 2024, the Company purchased for cash $621,644,000 aggregate principal amount of its 3.750% Notes due 2026 (the "Any and All Notes"). The Company paid $613,805,069.16 for the purchase of such Any and All Notes (excluding the Accrued Interest).

The Maximum Tender Total Consideration in respect of the Maximum Tender Offer Notes will be calculated at or around 10:00 a.m., New York City time, today (the "Maximum Tender Price Determination Time") in accordance with standard market practice, as described in the Offer to Purchase. A press release announcing (i) the Maximum Tender Total Consideration, (ii) the aggregate principal amount of the Maximum Tender Offer Notes accepted for purchase by the Company and (iii) the pro ration factor will be disseminated after the Maximum Tender Price Determination Time.

In respect of accepted Maximum Tender Offer Notes that were delivered at or prior to the Early Tender Time, the Company expects the Early Tender Settlement Date to occur on the second business day after the Early Tender Time, August 6, 2024.

Holders that validly tendered and did not validly withdraw their Maximum Tender Offer Notes at or prior to the Early Tender Time and whose Maximum Tender Offer Notes are accepted for purchase will receive the Maximum Tender Total Consideration, together with an amount equal to the Accrued Interest thereon.

For additional information, please contact the Dealer Managers: BofA Securities, Inc. at +1 (888) 292-0070 (toll free), +1 (646) 855-8998 (collect); Itau BBA USA Securities, Inc. at +1 (212) 710-6749 (collect); Scotia Capital (USA) Inc. at +1 (800) 372-3930 (toll free) or +1 (212) 225-5501 (collect); J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll free) or +1 (212) 834-7279 (collect); and Santander US Capital Markets LLC at +1 (855) 404-3636 (toll free) or +1 (212) 350-0660 (collect) ; or the Information and Tender Agent at +1 (800) 290-6432 (toll free), +1 (212) 269-5550 (banks or brokers call) or by email to [email protected].

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 Maximum Tender Offer is only being made pursuant to the Offer to Purchase. Holders of the Maximum Tender Offer Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Maximum Tender Offer.

The New Notes were issued pursuant to an offering memorandum dated July 24, 2024 (the "Offering Memorandum") and an indenture 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 Maximum Tender Offer Notes (and tenders of Maximum Tender Offer Notes in the Maximum 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 Maximum 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 Maximum 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 Maximum 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 Maximum 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 Maximum 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 Maximum Tender Offer Notes for purchase pursuant to the Maximum 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 Maximum Tender Offer Notes for purchase pursuant to the Maximum 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 Maximum Tender Offer 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 Maximum Tender Offer 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 Maximum Tender Offer Notes and, if so, the principal amount of Maximum Tender Offer 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.

SOURCE Empresa Nacional del Petróleo