ENEL Announces the Pricing Terms of Its Cash Tender Offers for Certain Debt Securities

ROME, Oct. 5, 2021 /PRNewswire/ -- ENEL Finance International N.V. ("ENEL" or the "Company"), a Dutch subsidiary of ENEL – Società per Azioni, a joint stock corporation incorporated in Italy (the "Guarantor"), today announces the pricing terms of its previously announced cash tender offers (collectively, the "Offers") for $1,500,000,000 combined aggregate principal amount (the "Original Maximum Tender Amount") of the debt securities listed in the table below (collectively, the "Securities") validly tendered and not validly withdrawn on or before the Early Tender Deadline (as defined below) from each registered holder of Securities (individually, a "Holder", and collectively, the "Holders").  Subject to the Amended Maximum Tender Amount (as defined below), the Offers and order of priority (the "Acceptance Priority Levels" as set forth in the table below under "Acceptance Priority Level") are as described in the Offer to Purchase dated September 21, 2021, as amended or supplemented (the "Offer to Purchase").

The "Total Consideration" for each series per $1,000 principal amount of Securities validly tendered and accepted for purchase pursuant to the Offers was determined by reference to the applicable fixed spread over the yield to maturity based on the bid side price of the applicable U.S. Treasury Security, in each case as set forth in the table below, and is payable to Holders of the Securities who validly tendered and did not validly withdraw their Securities on or before 5:00 p.m., New York City time, on October 4, 2021 (the "Early Tender Deadline") and whose Securities are accepted for purchase by the Company.  The Reference Yields (as determined pursuant to the Offer to Purchase) listed in the table below were determined at 10:00 a.m., New York City time, today, October 5, 2021, by the Dealer Managers (as defined below).  The Total Consideration for each series of Securities includes an early tender premium of $30.00 per $1,000 principal amount of Securities validly tendered and not validly withdrawn by such Holders and accepted for purchase by the Company.

The following table sets forth certain information regarding the Securities and the Offers:

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As announced today, ENEL has amended the Offers by decreasing the Original Maximum Tender Amount disclosed in the Offer to Purchase to $1,471,703,000 (the "Amended Maximum Tender Amount").

All payments for Securities purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest on the principal amount of Securities purchased from the last interest payment date applicable to the relevant series of Securities up to, but not including, the early settlement date, which is expected to occur on October 6, 2021.

Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on October 19, 2021, because the principal amount of Securities validly tendered and not validly withdrawn by the Early Tender Deadline exceeded the Amended Maximum Tender Amount, the Company does not expect to accept for purchase any tenders of Securities after the Early Tender Deadline.  Any Securities tendered after the Early Tender Deadline will be promptly credited to the account of the Holder of such Securities maintained at The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.

In accordance with the terms of the Offers, the Withdrawal Deadline was 5:00 p.m., New York City time, on October 4, 2021.  As a result, tendered Securities may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

Information Relating to the Offers

Barclays Capital Inc., BofA Securities Europe SA, BNP Paribas Securities Corp., Citigroup Global Markets Limited, Goldman Sachs Bank Europe SE, HSBC Bank plc, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as the dealer managers for the Offers (collectively, the "Dealer Managers").  The information agent and tender agent for the Offers is D.F. King & Co., Inc. Copies of the Offer to Purchase and related offering materials are available by contacting D.F. King & Co., Inc by telephone at (866) 856-3065 (toll-free) or (212) 269-5550 (banks and brokers), by email at [email protected]. Questions regarding the Offers should be directed to Barclays Capital Inc., at (212) 528-7581 (collect) and (800) 438-3242 (toll free); BofA Securities Europe SA, at (980) 387-3907, (888) 292-0070 (toll free) or +33 1 877 01057 (Europe);  BNP Paribas Securities Corp., at [email protected]; Citigroup Global Market Limited, at (212) 723-6106 (collect), (800) 558 3745 (toll free) or +44 20 798 68969 (Europe); Goldman Sachs Bank Europe SE at, +33 1-42-12-15-47 (Europe); HSBC Bank plc, at (212) 525-5552 (collect), (888) HSBC-4LM (toll free) or +44 20 7992 6237 (Europe); J.P. Morgan, Liability Management Group, at (212) 834-3424 (collect) and (866) 834-4666 (toll-free) or +44 207 134 2468 (Europe); or Morgan Stanley & Co. LLC, at (212) 761-1057 and (800) 624-1808 (toll free).

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities.  The solicitation of offers to sell the Securities is only being made pursuant to the terms of the Offer to Purchase.  The Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  None of ENEL or its affiliates, their respective boards of directors or similar governing bodies, the Dealer Managers, the information and tender agent or the applicable trustee is making any recommendation as to whether or not Holders should tender their Securities in connection with the Offers, and neither ENEL nor any other person has authorized any person to make any such recommendation.

About ENEL – Società per Azioni

Enel S.p.A. is a multinational power company and a leading integrated player in the world's power and gas markets, with a particular focus on Europe and South America. It manages a highly diverse network of power plants: hydroelectric, thermoelectric, nuclear, geothermal, wind, solar and other renewable sources. Press releases and financial information of ENEL/ENEL S.p.A. are available at www.enel.com.

The Company and its representatives may from time to time make certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 in this press release. Forward-looking statements may be identified by the use of words such as "plan," "expect," "target," "anticipate," "estimate," "believe," "forecast," "projected," "guidance," "outlook," "looking ahead," and other words of similar meaning. All statements that address our future operating performance or events or developments that we expect or anticipate will occur in the future are forward-looking statements.

ENEL Finance International N.V.

SOURCE ENEL Finance International N.V.