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, Dec. 05, 2025 (GLOBE NEWSWIRE) -- Empresa Nacional del Petróleo, a state-owned enterprise organized under the laws of the Republic of Chile (“ENAP” or the “Company”), announces the launch of its offers to purchase for cash, up to the applicable Maximum Tender Amount, its outstanding 5.250% Notes due 2029 (the “2029 Notes”) and its outstanding 3.450% Notes due 2031 (the “2031 Notes”, and together with the 2029 Notes, the “Notes”) upon the terms of, and subject to the conditions in, the offer to purchase dated December 5, 2025 (the “Offer to Purchase”).
Each offer to purchase each series of Notes is referred to herein as an “Offer” and the offers to purchase the Notes as the “Offers.” The total amount that Holders of a series of Notes are entitled to receive for Notes of such series validly tendered (and not validly withdrawn) in the applicable Offer, including Accrued Interest (as defined herein), is referred to herein as the “Purchase Price per Series”. Capitalized terms not otherwise defined in this announcement have the same meaning assigned to them in the Offer to Purchase.
Holders are advised to read carefully the Offer to Purchase for full details of, and information on the procedures for participating in, the Offers. All documentation relating to the Offers, together with any updates, is available by contacting D.F. King & Co., Inc. (the “Information and Tender Agent”) at +1 (800) 769-4414 (toll free), (646) 970-2127 (banks or brokers call) or by email to ENAP@dfking.com.
The following table sets forth certain terms of the Offers:
| Title of Security | CUSIP / ISIN | Principal Amount Outstanding | Maximum Tender Amount(1) | Tender Offer Consideration (2) | Early Tender Premium (3) | Total Consideration (2)(4) |
| 5.25% Notes due 2029 (the “2029 Notes”) | CUSIP No. 144A: 29245J AL6 Reg. S: P37110 AN6 ISIN No. 144A: US29245JAL61 Reg. S: USP37110AN62 | US$680,000,000 | US$100,000,000 | US$972.50 | US$50.00 | US$1,022.50 |
| 3.45% Notes due 2031 (the “2031 Notes”) | CUSIP No. 144A: 29245J AM4 Reg. S: P37110 AR7 ISIN No. 144A: US29245JAM45 Reg. S: USP37110AR76 | US$350,000,000 | US$50,000,000 | US$878.50 | US$50.00 | US$928.50 |
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(1) Amount based on the applicable Purchase Price per Series (which includes Accrued Interest).
(2) Per US$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by ENAP. Excludes Accrued Interest to be paid to Holders.
(3) Payable only to Holders who validly tender and do not validly withdraw Notes at or prior to the Early Tender Date. Included in the Total Consideration.
(4) The Total Consideration equals the Tender Offer Consideration plus the Early Tender Premium. Excludes Accrued Interest to be paid to Holders.
All Notes accepted in the Offers will be cancelled and retired by the Company.
Purpose of the Offers
The purpose of the Offers is to retire debt associated with the Notes, thereby reducing ENAP’s gross indebtedness utilizing cash on hand generated from its operations and mitigating refinancing risk.
Consideration for the Notes
The “Total Consideration” for each US$1,000 principal amount of Notes of each series validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Offers will be the amount set forth in the applicable row of the table above, which includes an early tender premium equal to US$50.00 for purposes of the 2029 Notes and an early tender premium equal to US$50.00 for purposes of the 2031 Notes (each, an “Early Tender Premium”). Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date and whose Notes are accepted for purchase will not be entitled to receive an Early Tender Premium and will therefore be entitled to receive, for each US$1,000 principal amount of Notes accepted for purchase, the amounts set forth in the applicable row of the table above (as applicable to the 2029 Notes and the 2031 Notes, the “Tender Offer Consideration”).
Each of the Total Consideration and the Tender Offer Consideration is referred to in this announcement as “Consideration.”
Accrued Interest
The Company will pay any Consideration due, together with accrued and unpaid interest on the Notes from the last interest payment date preceding, and up to, but not including, the applicable Settlement Date (“Accrued Interest”). All Notes accepted for purchase in the Offers will cease to accrue interest on the applicable Settlement Date, unless the Company defaults in the payment of amounts payable pursuant to the Offers. All Notes not tendered or accepted for purchase shall continue to accrue interest.
Maximum Tender Amounts and Proration
The Offers are not conditioned upon the tender of any minimum principal amount of Notes. However, the Offers are subject to the applicable Maximum Tender Amount.
If the acceptance of all Notes of a series validly tendered (and not validly withdrawn) at or prior to the applicable Early Tender Date would cause the Company to purchase an aggregate amount of Notes that exceeds, in terms of Purchase Price per Series, the applicable Maximum Tender Amount for such series, after taking into account the aggregate principal amount of Notes of such series validly tendered (and not validly withdrawn) and the applicable Early Tender Premium, then the Offer for such series of Notes will be oversubscribed at the applicable Early Tender Date and the Company (i) will not accept for purchase any Notes of such series tendered after the applicable Early Tender Date and (ii) will, subject to the terms and conditions of the Offers, accept for purchase on the applicable Early Settlement Date (or, if there is no Early Settlement Date, on the Final Settlement Date), the Notes of such series tendered at or prior to the applicable Early Tender Date on a pro rata basis, using a proration factor for such series of Notes such that the Company will not accept for purchase Notes of such series for a Purchase Price per Series in excess of the applicable Maximum Tender Amount for such series.
If the applicable Maximum Tender Amount for a series of Notes is reached in respect of tenders made at or prior to the applicable Early Tender Date, such Offer shall be oversubscribed, no Notes of such series tendered after the applicable Early Tender Date will be accepted for purchase, and the Company will issue a press release promptly after the applicable Early Tender Date stating the foregoing.
If the Offer for a series of Notes is not fully subscribed or oversubscribed at the applicable Early Tender Date, but the purchase of all Notes of such series validly tendered after the Early Tender Date and at or prior to the applicable Expiration Date, when considered together with the Notes of such series that were validly tendered (and not validly withdrawn) for purchase as of the applicable Early Tender Date, would cause the Company to accept an aggregate amount of Notes of a series that exceeds, in terms of Purchase Price per Series, the applicable Maximum Tender Amount for such series, then the Offer for such series will be oversubscribed at the applicable Expiration Date and the Company will, subject to the terms and conditions of the Offers, (i) accept for purchase on the applicable Early Settlement Date (or, if there is no Early Settlement Date, on the Final Settlement Date), all the Notes of such series validly tendered (and not validly withdrawn) at or prior to the applicable Early Tender Date, and (ii) accept for purchase on the Final Settlement Date, the Notes of such series tendered after the Early Tender Date and at or prior to the Expiration Date, on a prorated basis, using a proration factor for such series of Notes such that the Company will not accept for purchase Notes of such series for a Purchase Price per Series in excess, in the aggregate, of the applicable Maximum Tender Amount for such series.
In the event that proration is required, the Company will multiply the principal amount of Notes of a series subject to proration by the proration factor applicable to such series. To avoid purchases of Notes in principal amounts other than authorized denominations and to ensure the Company returns Notes in authorized denominations, if necessary, the Company will make appropriate adjustments downward to the nearest US$1,000 principal amount or, if applicable, the minimum authorized denomination. Depending on the amount of Notes tendered and the proration factor applied, if the principal amount of Notes that are unaccepted and returned to a Holder as a result of proration would result in less than the minimum denomination being returned to such Holder, the Company will either accept or reject all of such Holder’s validly tendered Notes of the applicable series (and not validly withdrawn).
The Company will announce the results of proration by press release promptly after the applicable Early Tender Date or the applicable Expiration Date, as the case may be. All Notes not accepted as a result of proration or otherwise will be returned to tendering Holders at the Company’s expense promptly following the Early Settlement Date or the Final Settlement Date, as the case may be, or the date on which the applicable Offer is withdrawn or terminated.
The Company will not be able to definitely determine whether the Offers are oversubscribed or what the effects of proration may be until after the applicable Early Tender Date or Expiration Date, as the case may be, have passed. If proration of the tendered Notes is required, the Company will determine the final proration factor as soon as practicable after the Early Tender Date or the Expiration Date, as the case may be. The Company reserves the right, but is under no obligation, to increase or decrease the Maximum Tender Amounts at any time, subject to compliance with applicable law, which could result in the Company purchasing a greater or lesser principal amount of Notes in the Offers. There can be no assurance that the Company will exercise its right to increase or decrease the Maximum Tender Amounts.
Key Dates, Offer Period and Results
| The Offers will expire at 5:00 p.m., New York City time, on January 6, 2026, unless extended by the Company (such time and date with respect to each Offer, as it may be extended, the “Expiration Date”). Holders who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on December 18, 2025, unless extended by the Company (such time and date with respect to each Offer, as it may be extended, the “Early Tender Date”), in the manner described herein will be eligible to receive the Total Consideration applicable to each series of Notes, which includes an Early Tender Premium, plus Accrued Interest. Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date in the manner described herein will not be eligible to receive an Early Tender Premium and will therefore only be eligible to receive the Tender Offer Consideration applicable to each series of Notes, plus Accrued Interest. Notes that have been validly tendered pursuant to the Offers may be validly withdrawn prior to 5:00 p.m., New York City time, on December 18, 2025, unless extended by the Company (such time and date with respect to each Offer, as it may be extended, the “Withdrawal Date”), but not thereafter except as may be required by applicable law (as determined by the Company). There is no letter of transmittal in connection with the Offers. |
The above times and dates are subject to the Company’s right to extend, amend and/or terminate any of the Offers (subject to applicable law and as provided in the Offer to Purchase). Holders of Notes are advised to check with any bank, securities broker or other intermediary 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 withdraw their instruction to participate in, any of the Offers before the deadlines specified in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission of tender instructions will be earlier than the relevant deadlines specified above.
The Offers are subject to the satisfaction or waiver of certain conditions as provided in “The Tender Offers—Conditions to the Tender Offers” in the Offer to Purchase. The Company cannot assure that the Offers will be consummated or that such failure to consummate the Offers will not have a negative effect on the market price and liquidity of the Notes.
The Company has retained Itau BBA USA Securities, Inc., Santander US Capital Markets LLC and Scotia Capital (USA) Inc., as Dealer Managers and D.F. King & Co., Inc. as Information and Tender Agent for the purposes of the Offers.
Questions regarding procedures for tendering Notes may be directed to the Information and Tender Agent at +1 (800) 769-4414 (toll free), (646) 970-2127 (banks or brokers call) or by email to ENAP@dfking.com. Questions regarding the Offers may be directed to Itaú BBA USA Securities, Inc. at +1(212) 710-6749 (collect); to Scotia Capital (USA) Inc. at (800) 372-3930 (toll free) or +1(212) 225-5559 or to Santander US Capital Markets LLC at +(855) 404-3636 (toll free) or +1 (212) 350-0660.
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 Offers are only being made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offers.
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
The Offers are not being made to, nor will tenders of Notes be accepted from or on behalf of, Holders in any jurisdiction in which the making or the acceptance of the Offers would not be in compliance with the laws of such jurisdiction. However, the Company may in its discretion take such action as it may deem necessary to make the Offers in any such jurisdiction and to extend the Offers to Holders in such jurisdiction. This announcement, the Offer to Purchase and the related offer documents do not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the tender offers to be made by a licensed broker or dealer, the Offers shall be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither this announcement nor any purchase of notes shall, under any circumstances, create any inference that there has not been any change in the Company’s affairs since the date of the Offer to Purchase, or that the information included in the Offer to Purchase is correct as of any time subsequent to the date hereof or thereof, respectively.
This announcement and the Offer to Purchase do not constitute an offer to purchase in Chile or to any resident of Chile, except as permitted by applicable Chilean law. The Offers will not constitute public offers 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.
The Offer to Purchase has not been filed with or reviewed by the SEC, any state securities commission or any other regulatory authority, nor has any such commission or authority passed upon the accuracy or adequacy of the Offer to Purchase or any related document. Any representation to the contrary is unlawful and may be a criminal offense.
None of the Dealer Managers nor any of their respective directors, employees or affiliates assume any responsibility for the accuracy or completeness of the information concerning the Offers, the Company or any of its affiliates contained in the Offer to Purchase or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of such information.
None of the Company, its board of directors, its officers, the Dealer Managers, the depositary, the Information and Tender 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 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.
