GUACOLDA ENERGÍA SpA announces the extension of the Early Tender Time and the expiration of the Withdrawal Deadline for its tender offer for any and all of its 4.560% senior notes due 2025 and related consent solicitation

SANTIAGO, Chile, Aug. 2, 2023 /PRNewswire/ -- Guacolda Energía SpA (f/k/a Empresa Eléctrica Guacolda S.A., the "Company") announces today the expiration of the Withdrawal Deadline, at 5:00 p.m., New York City time, on August 1, 2023, of its previously announced tender offer to purchase for cash (the "Tender Offer") any and all of its 4.560% Senior Notes due 2025 (CUSIP Nos. 29244U AF5 / P3711H AF6; ISINs US29244UAF57 / USP3711HAF66) (the "Notes"). In addition, the Company announces that, at the suggestion of certain Holders who have requested more time to tender their Notes on or prior to the Early Tender Time, it has extended the Early Tender Time through August 8, 2023, so the deadline for Holders that tender their Notes in the Tender Offer to receive the Total Consideration of U.S.$600.00, which includes an Early Tender Premium of U.S.$50.00, per U.S.$1,000 principal amount of Notes, will now be at 5:00 p.m., New York City time, on August 8, 2023.  The Company further announces that, (i) the Requisite Consents for the Proposed Amendments have been obtained, based on the aggregate principal amount of Outstanding Notes (not including any Notes held and tendered by Affiliates of the Company) validly tendered and not validly withdrawn in both the Tender Offer and the Exchange Offer at or before the Withdrawal Deadline; and (ii) provided that the conditions to the Tender Offer and the Consent Solicitation are satisfied or waived in accordance with the Offer to Purchase (as defined below), promptly after the Expiration Date, it will accept for payment all Notes validly tendered and not validly withdrawn at or before the Withdrawal Deadline. Lastly, the Company announces that as a result of the extension of the Early Tender Time, there will be no Early Settlement Date.  Except as described above, the terms and conditions of the Tender Offer are described in the offer to purchase and consent solicitation statement dated July 19, 2023 (as it may be amended or supplemented hereby and from time to time, the "Offer to Purchase").  Terms used in this announcement and not otherwise defined have the meanings assigned to them in the Offer to Purchase.

Except as described above, the terms of the Tender Offer and Consent Solicitation remain unchanged, including, without limitation, the Withdrawal Deadline and the Expiration Date. Holders who have previously validly tendered (and not withdrawn) their Notes will not need to re-tender their Notes to be eligible to receive the Total Consideration.

The Proposed Amendments, if they become operative, may have adverse consequences for Holders that do not tender their Notes in the Tender Offer.

BofA Securities, Inc. is the Dealer Manager and Solicitation Agent in the Tender Offer and Consent Solicitation. D.F. King & Co., Inc. ("D.F. King") has been retained to serve as the Tender and Information Agent for the Tender Offer and Consent Solicitation. Persons with questions regarding the Tender Offer should contact BofA Securities, Inc. at 800-292-0070 (toll free) or 646-855-8988 (collect). Requests for the Offer to Purchase should be directed to D.F. King at 800-848-3409.

This press release is for informational purposes only and must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Tender Offer and Consent Solicitation. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax, accounting, financial and legal consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer and Consent Solicitation. None of the Company, its board of directors, its officers, the Dealer Manager and Solicitation Agent, the depositary, the Information and Tender Agent, the trustee with respect to the Notes, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, 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.

This press release is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes or any other securities. The Tender Offer and Consent Solicitation is being made solely pursuant to the terms of the Offer to Purchase. The Tender Offer and Consent Solicitation is not being made to holders of Notes 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. The Offer to Purchase does not constitute an offer to purchase in Chile or to any resident of Chile, except as permitted by applicable Chilean law.

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934 that are not based on historical facts and are not assurances of future results. These forward-looking statements are based on management's current expectations and estimates about future events and financial trends, which affect or may affect the Company's businesses and results of operations. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify estimates and forward-looking statements. These statements include but are not limited to forward-looking statements about the planned Tender Offer and Consent Solicitation and the Exchange Offer. Although the Company believes that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to the Company. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations and the Company's future results may differ materially from those expressed in these estimates and forward- looking statements.

All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

SOURCE Guacolda Energía SpA