Chile’s ENAP launches tender offer for 4 3/8% notes due 2024

By Marisa Wong

Los Angeles, April 26 – Empresa Nacional del Petroleo (ENAP) has begun a cash tender offer for any and all of its $600 million outstanding 4 3/8% notes due 2024 (Cusip: 29245JAH5, P37110AJ5), according to multiple news releases.

The company is also soliciting consents to some proposed amendments to the indenture governing the notes to, among other things, eliminate substantially all of the restrictive covenants and some events of default, as well as to shorten the minimum notice period required for optional redemptions of the notes to three calendar days.

The company is offering a total consideration of $1,000 per $1,000 principal amount, which includes an early tender consideration of $50 for each $1,000 of notes tendered by the early tender date.

Holders tendering after the early deadline will only be eligible to receive $950 per $1,000 principal amount.

The company will also pay accrued interest.

No separate consent payment or fee is being offered to holders in the solicitation.

The early tender date is 5 p.m. ET on May 9, which is also the withdrawal deadline.

If the company chooses to settle early tenders ahead of the expiration of the offer, early settlement will be on or about May 11.

The offer will expire at 11:59 p.m. ET on May 23.

Final settlement is expected to be on May 25.

If, after the early settlement date, any notes remain outstanding, the company intends to issue a notice of redemption for those notes at a make-whole redemption price.

The tender offer is not conditioned on any minimum amount of notes being tendered but is conditioned on the receipt of sufficient consents to effect the proposed amendments. The tender offer is also subject to the company completing a concurrent offering of notes.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106), Santander US Capital Markets LLC (855 404-3636 or 212 940-1442), Scotia Capital (USA) Inc. (833 498-1660 or LM@scotiabank.com) and SMBC Nikko Securities America, Inc. (888 284-9760 or 212 224-5163; liabilitymanagement@smbcnikko-si.com) are the dealer managers and solicitation agents.

Morrow Sodali International LLC (enap@investor.morrowsodali.com; 203 609-4910 or +44 20 4513 6933) is the information and tender agent.

ENAP is a Santiago, Chile-based energy company engaged in the exploration, development and production of crude oil and natural gas.

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