INTERCHILE S.A. ANNOUNCES FINAL RESULTS OF THE PREVIOUSLY ANNOUNCED TENDER OFFER IN RESPECT OF ITS 4.500% SENIOR SECURED NOTES DUE 2056 FOR AN AGGREGATE PURCHASE PRICE OF UP TO $160 MILLION

SANTIAGO, Chile, Nov. 15, 2023 /PRNewswire/ -- Interchile S.A., a sociedad anónima organized and existing under the laws of Chile (the "Issuer"), announced today the final tender results in connection with its previously announced cash tender offer (the "Offer") in respect of its outstanding 4.500% Senior Secured Notes due 2056 (the "Notes"), for an aggregate purchase price (excluding accrued interest) of up to $160,000,000 (the "Maximum Aggregate Purchase Price"). The Offer was made pursuant to the Issuer's Offer to Purchase dated October 16, 2023 (as amended or supplemented from time to time, the "Offer to Purchase"), which set forth a comprehensive description of the Offer. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offer to Purchase.

The Offer has expired as of 5:00 p.m., New York City time, on November 14, 2023 (such date and time, the "Expiration Date").

According to D.F. King & Co., the information and tender agent (the "Information and Tender Agent") for the Offer, as of the Expiration Date (excluding tenders received and accepted on or prior to 5:00 p.m., New York City time, on October 27, 2023 (the "Early Tender Date") representing U.S.$78,832,000 in aggregate principal amount of Notes accepted for purchase) tenders were received (and not validly withdrawn) from holders of Notes representing U.S.$47,799,000 in aggregate principal amount of Notes.

The Issuer will accept all the Notes tendered (and not validly withdrawn) after the Early Tender Date but prior to the Expiration Date. Subject to the terms and conditions of the Offer, holders who validly tendered their Notes after the Early Tender Date but at or prior to the Expiration Date are eligible to receive $750.00 per U.S.$1,000 principal amount of Notes accepted for purchase (the "Revised Total Consideration"), plus accrued and unpaid interest from, and including, the last interest payment date up to, but not including, the Final Settlement Date (as defined below). Since the Revised Total Consideration payable to Holders who validly tendered their Notes at or prior to the Expiration Date (together with the Revised Total Consideration paid to Holders who tendered their Notes at or prior to the Early Tender Date) does not exceed the Maximum Aggregate Purchase Price, the Notes validly tendered by such Holders will not be subject to proration.

Following consummation of the Offer, U.S.$1,073,369,000 aggregate principal of the Notes are expected to remain outstanding.

Withdrawal rights for the Offer expired as of 5:00 p.m., New York City time, on October 27, 2023. Accordingly, Notes tendered in the Offer may no longer be withdrawn, except as may be required by applicable law.

Payment for Notes validly tendered after the Early Tender Date but prior to the Expiration Date and accepted for purchase is expected to be made on November 15, 2023, which is the first business day following the Expiration Date (the "Final Settlement Date").

The Issuer expressly reserves the absolute right, in its sole discretion, from time to time to purchase any Notes that remain outstanding after the Expiration Date through open-market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise, on terms and at prices that may or may not be equal to the consideration offered in the Offer, or to exercise any of its rights, including redemption rights, under the Indenture governing the Notes. 

The complete terms and conditions of the Offer are described in the Offer to Purchase, a copy of which may be obtained from the Information and Tender Agent for the Offer, at [email protected], by telephone at +1 (212) 269-5550 (banks and brokers), +1 (800) 967-5019 (all others) or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005.

The Issuer engaged J.P. Morgan Securities LLC to act as the sole dealer manager (the "Dealer Manager") in connection with the Offer. Questions regarding the terms of the Offer may be directed to the Dealer Manager at +1 (866) 846-2874 (U.S. Toll Free) or +1 (212) 834-7279 (collect).

About the Issuer

The Issuer is a closely-held corporation (sociedad anónima cerrada), incorporated and existing under the laws of Chile since December 2012, and registered as a reporting entity (entidad informante) with the Chilean Financial Markets Commission (Comisión para el Mercado Financiero), which was formed after Interconexión Eléctrica S.A. E.S.P. was awarded by the Chilean Government the tender to design, finance, build, operate and maintain a 753-kilometer long power transmission network and its associated works in the country, known as Project 01, which has been in operation since May 2019. The Issuer is one of the major companies in the Chilean energy transmission market (second based on transmission lines per kilometers) measured by installed capacity for national electricity transmission, which is measured in kilometers.

Disclaimer

None of the Issuer, the Dealer Manager, the Information and Tender Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Offer or expressing any opinion as to whether the terms of the Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their Notes and, if so, the purchase price of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Offer.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. This press release does not constitute a notice of redemption of the Notes or an obligation to issue a notice of redemption of the Notes. The Offer was made solely by means of the Offer to Purchase.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the United States Securities Exchange Act of 1934, as amended, including those related to the Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements. The Issuer is not under any obligation to (and expressly disclaims any such obligation to) update forward-looking statements as a result of new information, future events or otherwise, except as required by law.

Investor Relations

José Iván Jaramillo Vallejo
Investor Relations Director
[email protected]
+57 (311) 642 97 75

Important Notice

The distribution of materials relating to the Offer and the transactions contemplated by the Offer may be restricted by law in certain jurisdictions. The Offer is void in all jurisdictions where it is prohibited. If materials relating to the Offer come into a holder's possession, the holder is required by the Issuer to inform itself of and to observe all of these restrictions. The materials relating to Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate on behalf of the Issuer in that jurisdiction. Owners who may lawfully participate in the Offer in accordance with the terms thereof are referred to as "holders."

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any state or other jurisdiction in which such offer or solicitation would be unlawful.

SOURCE Interchile S.A.