Empresa Nacional de Telecomunicaciones S.A. Announces the Pricing Terms of its Pending Cash Tender Offers
In addition, because the principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline exceeded the Maximum Tender Offer Amount, the Company will not accept any Notes tendered after the Early Tender Deadline.
SANTIAGO, Chile, Sept. 9, 2021 /PRNewswire/ -- Empresa Nacional de Telecomunicaciones S.A. (Bolsa de Comercio de Santiago: ENTEL) (the "Company") announced today the pricing terms of its previously-announced cash tender offers (each, individually with respect to a series of Notes, a "Tender Offer" with respect to such series, and collectively, the "Tender Offers") to purchase up to US$800,000,000 aggregate principal amount (the "Maximum Tender Offer Amount") of its 4.875% Senior Notes due 2024 (the "2024 Notes") and its 4.750% Senior Notes due 2026 (the "2026 Notes" and, together with the 2024 Notes, the "Notes"). The terms and conditions of the Tender Offers are described in the Offer to Purchase, dated August 25, 2021 (the "Offer to Purchase"), and remain unchanged. Terms not defined herein will have the meaning ascribed to them in the Offer to Purchase.
The Tender Offers commenced on August 25, 2021 and are scheduled to expire at 11:59 p.m., New York City time, on September 22, 2021, unless extended by the Company or earlier terminated with respect to any Tender Offer (such date and time, as it may be extended or earlier terminated, the "Expiration Time"). However, because the aggregate principal amount of the Notes validly tendered and not validly withdrawn as of the Early Tender Deadline exceeds the Maximum Tender Offer Amount, no tenders of Notes submitted after the Early Tender Deadline will be accepted for purchase in the Tender Offers.
The following table sets forth the terms of the Tender Offers:
|
Title of Notes |
CUSIP / ISIN Numbers |
Aggregate Principal Amount Outstanding |
Tender Cap(1) |
Acceptance Priority Level |
Reference U.S. Treasury Security |
Reference Yield |
Fixed Spread |
Total Consideration(2)(3) |
|
4.875% Senior Notes due 2024 |
29245VAA3; P37115AE5 / US29245VAA35; USP37115AE50 |
US$1,000,000,000 |
None |
1 |
0.125% due August 31, 2023 |
0.220% |
105 bps |
US$1,072.30 |
|
4.750% Senior Notes due 2026 |
29245V AB1; P37115 AF2 / US29245VAB18; USP37115AF26 |
US$800,000,000 |
US$300,000,000 |
2 |
0.750% due August 31, 2026 |
0.808% |
125 bps |
US$1,108.58 |
|
(1) |
The "Tender Cap" for each series represents the maximum aggregate principal amount of the applicable series of Notes that will be accepted for purchase. In addition to the Tender Cap, the Tender Offers are subject to the Maximum Tender Offer Amount. |
|
(2) |
Per US$1,000 principal amount of the applicable series of Notes tendered at or prior to 5 p.m., New York City time, on September 8, 2021 (the "Early Tender Deadline") and accepted for purchase. |
|
(3) |
The "Total Consideration" is based on the applicable fixed spread specified for such series of Notes in the table above over the "Reference Yield" based on the bid side price of the "Reference U.S. Treasury Security" specified for each series of Notes in the table above, and is payable to holders of the Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline and whose Notes are accepted for purchase by the Company. The Reference Yields listed in the table were determined at 10:00 a.m., New York City time, today, September 9, 2021, by the Dealer Managers (as defined below) for the Tender Offers upon the terms and conditions set forth in the Offer to Purchase. The Total Consideration for each series of Notes includes an early tender premium of US$30 per $1,000 principal amount of such Notes accepted for purchase by the Company. In addition to the Total Consideration, payment for Notes accepted for purchase will include accrued and unpaid interest, rounded to the nearest cent, from the last interest payment date with respect to such Notes to, but not including, the Early Settlement Date. |
Because the principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline exceeded the Maximum Tender Offer Amount, the Company will accept such Notes for purchase subject to the Acceptance Priority Levels and Tender Caps set forth in the table above and the proration arrangements applicable to the Tender Offers. In addition, because the principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline exceeded the Maximum Tender Offer Amount, the Company will not accept any Notes tendered after the Early Tender Deadline. Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company in accordance with the Offer to Purchase. The Company expects to purchase Notes validly tendered and not validly withdrawn before the Early Tender Deadline on the Early Settlement Date (which will be determined at the Company's option and is currently expected to occur on or after September 15, 2021), subject to the Maximum Tender Offer Amount, the applicable Tender Caps, the proration arrangements applicable to the Tender Offers and the other terms and conditions to the Tender Offers set forth in the Offer to Purchase.
The withdrawal deadline for the Tender Offers was 5:00 p.m., New York City time, on September 8, 2021 and has not been extended (the "Withdrawal Deadline"). Accordingly, previously tendered Notes may not be withdrawn, subject to applicable law. Only holders of Notes that validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline will be eligible to receive the Total Consideration on the Early Settlement Date, subject to the satisfaction or waiver of the conditions to the Tender Offers set forth in the Offer to Purchase.
The Company's obligation to accept for payment and to pay for any of the Notes validly tendered in the Tender Offers is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including a financing condition in respect of issuing senior debt securities (the "New Notes") on satisfactory terms and conditions (the "Financing Condition"). The Company reserves the right, subject to applicable law, to: (i) waive any and all conditions to any Tender Offer; (ii) extend or terminate any Tender Offer; (iii) increase or decrease the Maximum Tender Offer Amount and/or the Minimum Tender Amount, and/or increase, decrease or eliminate the Tender Cap; or (iv) otherwise amend any Tender Offer in any respect. Notwithstanding the foregoing, if the Company makes a material change in the terms of a Tender Offer or waives a material condition of a Tender Offer, the Company will disseminate additional materials related to such Tender Offer and extend such Tender Offer to the extent required by law. Without limiting the manner in which we may choose to make a public announcement of any extension, amendment or termination of a Tender Offer, the Company will not be obligated to publish, advertise or otherwise communicate any such public announcement, other than by making a timely press release.
The Tender Offers are not an offer to sell or a solicitation of an offer to buy the New Notes. Tendering Holders who wish to tender their Notes and subscribe for the New Notes may obtain a Unique Identifier Code corresponding to the New Notes being subscribed, which can be obtained by contacting any of the Dealer Managers (as defined below), and quote such Unique Identifier Code through ATOP. A Unique Identifier Code is not required for a Holder to tender its Notes, but if a tendering Holder wishes to subscribe for the New Notes, such holder may obtain and quote a Unique Identifier Code through ATOP. We will review tender instructions received on or prior to the Early Settlement Date or the Final Settlement Date, as applicable, and may give priority to those investors tendering with Unique Identifier Codes in connection with the allocation of New Notes. However, no assurances can be given that any Holder that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.
The Company has retained BNP Paribas Securities Corp., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. to act as dealer managers in connection with the Tender Offers (the "Dealer Managers"). Questions and requests for assistance regarding the terms of the Tender Offers should be directed to BNP Paribas Securities Corp. at (888) 210-4358 (toll-free) or (212) 841-3059 (collect); J.P. Morgan Securities LLC at (866) 846-2874 (toll-free) or (212) 834-7279 (collect) or Scotia Capital (USA) Inc. at (833) 498-1660 (toll-free) or (212) 225-5559 (collect). Copies of the Offer to Purchase and any amendments or supplements to the foregoing may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offers (the "Tender and Information Agent"), by calling (212) 269-5550 (for banks and brokers only) or (866) 304-5477 (toll-free) (for all others), via email at [email protected], or via the following web address: www.dfking.com/entel.
None of the Company, the Tender and Information Agent, the Dealer Managers or the trustee under the indentures governing the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers, 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 as to which action is to be taken. Holders should consult their tax, accounting, financial and legal advisers regarding the tax, accounting, financial and legal consequences of participating or declining to participate in the Tender Offers.
The Tender Offers are only being made pursuant to the Offer to Purchase. This press release is neither an offer to purchase or sell nor a solicitation of an offer to purchase or sell any Notes in the Tender Offers or any other securities of the Company. The Tender Offers are 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. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Forward-Looking Disclosure Statement
The statements contained in this press release that are not purely historical are forward-looking statements, including statements regarding the Company's expectations, hopes, intentions or strategies regarding the future; the timing for settlement and completion of the Tender Offers; and the satisfaction or waiver of conditions to the Tender Offers.
Forward-looking information involves risk and uncertainties and reflects the Company's best judgment based on current information. While the Company's management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company's control. In addition, other known or unknown risks and factors may affect the accuracy of the forward-looking information. Factors that may cause actual results to vary include, but are not limited to, conditions in financial markets, investor response to the Company's Tender Offers, and other risk factors as detailed from time to time in the Company's reports.
The forward-looking statements speak only as of the date they are made, and, except as otherwise required by applicable securities laws, the Company undertakes no obligation to publicly update any of its forward-looking statements.
About Empresa Nacional de Telecomunicaciones S.A.
Empresa Nacional de Telecomunicaciones S.A. provides mobile, Internet, data and IT services, as well as local and long-distance telephony, to both consumer clients and enterprises in Chile. The Company also has mobile operations in Peru. The Company is listed on the Santiago Stock Exchange (Bolsa de Comercio de Santiago) under the ticker symbol "ENTEL," and its shares are traded at the Santiago Stock Exchange and the Chilean Electronic Exchange (Bolsa Electrónica de Chile, Bolsa de Valores). For more information please visit: https://informacioncorporativa.entel.cl/inversionistas.
CONTACT
Carmen Luz de La Cerda
Investor Relations Officer
Email: [email protected]
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SOURCE Empresa Nacional de Telecomunicaciones S.A.
