Empresa Nacional del Petróleo Announces Results Of The Early Tender Of 6.25% Notes Due 2019, 5.25% Notes Due 2020 And 4.75% Notes Due 2021 In Relation To Cash Tender Offer.

SANTIAGO, Chile, Aug. 2, 2016 /PRNewswire/ -- Empresa Nacional del Petróleo ("ENAP" or the "Issuer") and Citigroup Global Markets Inc. (the "Offeror" or "Dealer Manager") today announced the results of the early tenders under the previously announced offer by the Offeror to purchase for cash (the "Tender Offer") up to a maximum amount of U.S.$600,000,000 (the "Aggregate Maximum Tender Consideration") (including the Early Tender Payment, if applicable, and accrued and unpaid interest) of the outstanding 6.25% Notes due 2019 (the "2019 Notes"), 5.25% Notes due 2020 (the "2020 Notes") and 4.75% Notes due 2021 (the "2021 Notes", and together with the 2019 Notes and the 2020 Notes, the "Notes" and each, a "series" of Notes) issued by ENAP.  The Tender Offer is subject to the priority set forth in the table below (and proration) and is subject to the terms and conditions as described in the offer to purchase dated July 19, 2016 (the "Offer to Purchase").  Capitalized terms used but not defined in this press release shall have the meanings assigned to them in the Offer to Purchase.

The Tender Offer was fully subscribed as of 5:00 P.M., New York City time, on August 1, 2016 (the "Early Tender Date").  Accordingly, the Offeror will not accept for purchase any additional Notes tendered after the Early Tender Date.  The Tender Offer was oversubscribed and, accordingly, Notes tendered at or prior to the Early Tender Date were accepted in accordance with the Acceptance Priority Level (as defined in the Offer to Purchase) and proration (in respect of the 2021 Notes), in the amounts set forth in the table below.

The Offeror also announced that it has increased the Aggregate Maximum Tender Consideration from U.S.$600,000,000 to U.S.$679,085,207.

The principal amount of each series of Notes that were validly tendered and not validly withdrawn in the Tender Offer as of the Early Tender Date and the principal amount of each series of Notes that have been accepted for purchase by the Offeror are set forth in the table below. 

The Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase.  In particular, the Financing Condition (as defined in the Offer to Purchase) has been met and the New Offering is expected to close on the business day after the early settlement date for the Tender Offer. 

Holders that validly tendered prior to the Early Tender Date, and whose Notes were accepted for purchase, will be entitled to receive total consideration (the "Total Consideration") of (i) U.S.$1,130.00 for each U.S.$1,000 principal amount of the 2019 Notes, (ii) U.S.$1,115.00 for each U.S.$1,000 principal amount of the 2020 Notes, and (iii) U.S.$1,087.50 for each U.S.$1,000 principal amount of the 2021 Notes, which includes, in each case, an early tender payment (the "Early Tender Payment") of U.S.$30.00 per U.S.$1,000 principal amount of the Notes, plus accrued and unpaid interest up to, but not including the early settlement date for the Tender Offer, which is expected to be on August 4, 2016.

The Tender Offer will expire at 11:59 P.M., New York City time, on August 15, 2016, unless extended or earlier terminated.  The withdrawal deadline for the Tender Offer was 5:00 P.M., New York City time, on August 1, 2016, and so has passed.  Accordingly, Notes tendered (in the past or future) in the Tender Offer may no longer be withdrawn, except if required by applicable law.

The Information and Tender Agent for the Tender Offer is Global Bondholder Services Corporation.  To contact the Information and Tender Agent, banks and brokers may call (212) 430-3774, and others may call U.S. toll-free: (866) 470-4200. 

The sole Dealer Manager for the Tender Offer is Citigroup Global Markets Inc.  Any questions or requests for assistance may be directed to the Dealer Manager at Collect: (212) 723-6106 or U.S. Toll-Free: (800) 558-3745.  In addition, holders may contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor.  The Tender Offer is made only by and pursuant to the terms of the Offer to Purchase and the information in this notice is qualified by reference to the Offer to Purchase.  None of the Offeror, ENAP or the Information and Tender Agent make any recommendations as to whether holders should tender their Notes pursuant to the Tender Offer.

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country.  The New Offering was not and will not be registered under the U.S. Securities Act of 1933 ("Securities Act"), as amended.  Consequently, the notes issued in the New Offering are prohibited from being offered or sold in the United States or to U.S. citizens without the applicable registration or exemption from registration required under the Securities Act or applicable laws of other jurisdictions.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuer.  This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement, other than any exemption thereunder.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements may relate to, among other things, the Issuer's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although ENAP believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

ENAP undertakes no obligation to update any of its forward-looking statements.

About Empresa Nacional del Petróleo

Empresa Nacional del Petróleo is a Chilean state-owned enterprise of the Republic of Chile, engaged in a broad range of petroleum-related activities, including the exploration, development and production of crude oil and natural gas, the transportation and storage of crude oil, refined petroleum products, liquefied petroleum gas ("LPG") and natural gas, petroleum refining and the wholesale marketing of refined petroleum products, petroleum derivatives, LPG, crude oil and natural gas.  ENAP also participates in the energy generation sector.  ENAP's principal source of revenue is the sale of refined petroleum products in Chile.

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SOURCE Empresa Nacional del Petróleo

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