SANTIAGO, Chile, Oct. 16, 2023 /PRNewswire/ — Interchile S.A., a sociedad anónima organized and existing under the laws of Chile (the “Issuer“), announced today that it has commenced a cash tender offer (the “Offer“) on the terms and subject to the conditions set forth in the Issuer’s Offer to Purchase dated the date hereof (the “Offer to Purchase“) 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 (as it may be increased or decreased by the Issuer in accordance with applicable law, the “Maximum Aggregate Purchase Price“). The Offer to Purchase more fully sets forth the terms of the Offer.
The Offer
The following table summarizes certain pricing terms of the Offer:
| Description of | CUSIP/ ISIN Nos. | Outstanding | Maximum | Reference | Bloomberg | Fixed Spread | Early Tender |
| 4.500% Senior | 144A: 45846AAA8 Reg S: P5R70LAA9 | U.S.$1,200,000,000 | U.S.$160,000,000 | UST 4.375% due | FIT3 | +180 | U.S.$50.00 |
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(1) Consideration in the form of cash per U.S.$1,000 principal amount of Notes that are validly tendered, will be calculated in accordance with the formula set forth in Annex 1 to the Offer to Purchase, based on the fixed spread specified in the table above (the “Fixed Spread“) for the Notes, plus the yield (the “Reference Yield“) based on the bid-side price of the U.S. Treasury reference security specified in the table above (the “Reference Security“) as quoted on the Bloomberg reference page specified in the table above (the “Reference Page“) as of 11:00 a.m. (New York City time) on October 27, 2023, unless extended by the Issuer in its sole discretion (such date and time, as the same may be extended with respect thereto, the “Price Determination Date“).
(2) The Fixed Spread is inclusive of a cash payment (the “Early Tender Premium“) of U.S.$50.00 per U.S.$1,000 principal amount of Notes tendered at or prior to 5:00 p.m., New York City time, on October 27, 2023 (the “Early Tender Date“).
(3) The Early Tender Premium will be payable to holders who validly tender Notes at or prior to the Early Tender Date.
“Total Consideration” means, for each U.S.$1,000 principal amount of Notes validly tendered and accepted by the Issuer, a cash payment to be determined in the manner described in the Offer to Purchase by reference to the Fixed Spread plus the Reference Yield of the specified Reference Security as quoted on the Reference Page at the Price Determination Date. The Total Consideration includes the Early Tender Premium. The “Tender Offer Consideration” means, for each U.S.$1,000 principal amount of Notes validly tendered and accepted by the Issuer, the Total Consideration minus the Early Tender Premium.
The Offer will expire at 5:00 p.m., New York City time, on November 14, 2023, unless extended or earlier terminated (such time, as may be extended, the “Expiration Date“). Holders who validly tender (and do not validly withdraw) their Notes at or prior to the Early Tender Date will receive the Total Consideration (as defined below), which includes the Early Tender Premium indicated in the table below, with respect to Notes validly tendered (and not validly withdrawn) and accepted for purchase subject to the Maximum Aggregate Purchase Price.
Holders who validly tender (and do not validly withdraw) their Notes after the Early Tender Date and on or prior to the Expiration Date will only receive the Tender Offer Consideration (as defined below), subject to the Maximum Aggregate Purchase Price.
In respect of any Notes validly tendered and accepted for purchase by the Issuer, the Total Consideration and the Tender Offer Consideration (collectively, the “Consideration“) do not include accrued interest from the last interest payment date through the applicable Settlement Date (as defined below), which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.
Holders validly tendering and not withdrawing Notes on or before the Early Tender Date will, if the Issuer so elects, be eligible to receive the Total Consideration (including the Early Tender Premium) on a date expected to be the second business day following the Early Tender Date (the “Early Settlement Date“), but which may be changed without notice. If the Issuer does not, in its sole discretion, elect to pay for such tendered Notes prior to the Expiration Date, then the Early Settlement Date will be the same as the Final Settlement Date (as defined herein).
The applicable Consideration will be payable in U.S. dollars. The Issuer will not pay accrued interest for any periods following the applicable Settlement Date in respect of any Notes accepted for purchase pursuant to the Offer. Each of the Early Settlement Date and the Final Settlement Date is referred to herein as a “Settlement Date.”
Completion of the Offer is subject to customary conditions contained in the Offer to Purchase. Initial settlement of the Notes that have been validly tendered at or prior to the Early Tender Date (and accepted for payment), subject to the Maximum Aggregate Purchase Price, is expected to occur, if the Issuer elects to do so, on the second business day following the Early Tender Date, unless the Offer is terminated prior to such date. Final settlement of any Notes that have been validly tendered after the Early Tender Date but at or prior to the Expiration Date (and accepted for payment), subject to the Maximum Aggregate Purchase Price, is expected to occur on the first business day following the Expiration Date, unless the Offer is terminated prior to such date. Tendered Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on October 27, 2023 (such date and time, the “Withdrawal Deadline“).
The Maximum Aggregate Purchase Price will be U.S.$160,000,000. To the extent that the aggregate purchase price for the Notes validly tendered prior to the Early Tender Date exceeds the Maximum Aggregate Purchase Price, the Issuer may, but is not obligated to, increase the Maximum Aggregate Purchase Price. If the Issuer increases the Maximum Aggregate Purchase Price, it does not expect to extend the Withdrawal Deadline, subject to applicable law. If the aggregate purchase price for the Notes validly tendered at or prior to the Early Tender Date equals or exceeds the Maximum Aggregate Purchase Price, the Issuer will not accept for purchase any Notes tendered after the Early Tender Date. All Notes tendered at or prior to the Early Tender Date will have priority over Notes tendered after the Early Tender Date.
A separate tender instruction must be submitted on behalf of each beneficial owner due to potential proration.
The Issuer reserves the absolute right to amend or terminate the Offer in its sole discretion, subject to disclosure and other requirements as required by applicable law. In the event of termination of the Offer, Notes tendered and not accepted for purchase pursuant to the Offer will be promptly returned to the tendering holders. The complete terms and conditions of the Offer are described in the Offer to Purchase, a copy of which may be obtained from D.F. King & Co., the information and tender agent (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 has 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).
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 is being 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
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.
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.
View original content:SOURCE Interchile S.A.
