EMPRESA NACIONAL DEL PETRÓLEO ANNOUNCES PRICING OF ANY AND ALL TENDER OFFER FOR ITS 3.750% NOTES DUE 2026

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: 

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 The Any and All Notes tendered may be validly withdrawn at any time at or prior to the Any and All Expiration Time, but not thereafter.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 [email protected]. 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.

SOURCE Empresa Nacional del Petróleo