ENEL Announces Early Tender Results of Its Cash Tender Offers for Certain Debt Securities

ROME, Oct. 5, 2021 /PRNewswire/ — ENEL Finance International N.V. (“ENEL” or the “Company”), a Dutch subsidiary of ENEL – Società per Azioni, a joint stock corporation incorporated in Italy (the “Guarantor”),  today announces that, in connection with its previously announced cash tender offers (collectively, the “Offers”) for up to $1,500,000,000 combined aggregate principal amount (the “Original Maximum Tender Amount”) of the debt securities listed in the table below (collectively, the “Securities”) from each registered holder of Securities (individually, a “Holder,” and collectively, the “Holders”), approximately $2.20 billion in combined aggregate principal amount of Securities was validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on October 4, 2021 (the “Early Tender Deadline”), in the aggregate amounts as shown in the table below.  

The Company also today announces it has amended the Offers to decrease the previously announced Original Maximum Tender Amount from $1,500,000,000 to $1,471,703,000 of the Securities validly tendered and not validly withdrawn by the Early Tender Deadline (the “Amended Maximum Tender Amount”), being the combined aggregate principal amounts tendered across its 4.875% Notes due 2029 and 3.625% Notes due 2027, and given the significant proration that would have been implemented in respect of 3.500% Notes due 2028. The Company will therefore accept all tenders from Acceptance Priority Levels 1 and 2, with no proration, and will not repurchase notes tendered under Acceptance Priority Level 3, per the table below. The Company also announces that the Financing Condition has been satisfied in respect of the Offers.

The terms and conditions of the Offers are described in the Offer to Purchase and remain unchanged except as amended hereby.  The following table sets forth certain information regarding the Securities and the Offers:

Title of Security

CUSIP/ISIN (144A)/

CUSIP/ISIN (Reg S)

Principal Amount
Outstanding Prior to
the Offers

Acceptance
Priority Level

Aggregate Principal
Amount Tendered
(1)

Aggregate Principal
Amount Expected to be
Accepted for Purchase







4.875%
Notes due
2029

29278GAK4/
US29278GAK40
/N30707AL2/
USN30707AL22

$1,250,000,000

1

$445,330,000

$445,330,000







3.625% Notes due 2027

29278GAA6/ US29278GAA67/ N30707AC2/ USN30707AC23

$2,000,000,000

2

$1,026,373,000

$1,026,373,000







3.500% Notes due 2028

29278GAF5/ US29278GAF54/ N30707AG3/ USN30707AG37

$1,250,000,000

3

$732,891,000















________________

(1)    As of the Early Tender Deadline.

Subject to the Amended Maximum Tender Amount, the Offers and order of priority (the “Acceptance Priority Levels”) set forth in the table above are as described in the Offer to Purchase, dated September 21, 2021, as amended or supplemented (the “Offer to Purchase”).  Any Securities validly tendered and not withdrawn by the Early Tender Deadline that are not accepted for purchase will be promptly credited to the account of the Holder of such Securities maintained at The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.  The determination of the Total Consideration (as defined in the Offer to Purchase) will occur at 10:00 a.m., New York City time, on October 5, 2021.  The early settlement date is expected to occur on October 6, 2021 (the “Early Settlement Date”).

Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on October 19, 2021, because the principal amount of Securities validly tendered and not validly withdrawn by the Early Tender Deadline exceeded the Amended Maximum Tender Amount, the Company does not expect to accept for purchase any tenders of Securities after the Early Tender Deadline.  Any Securities tendered after the Early Tender Deadline will be promptly credited to the account of the Holder of such Securities maintained at The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.

Holders of Securities validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and accepted for purchase by the Company will be eligible to receive the Total Consideration (as defined in the Offer to Purchase), which includes an early tender premium of $30.00 per $1,000 principal amount of Securities validly tendered and not validly withdrawn by such Holders and accepted for purchase by the Company.  All payments for Securities purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest on the principal amount of Securities purchased from the last interest payment date applicable to the relevant series of Securities up to, but not including, the Early Settlement Date.

In accordance with the terms of the Offers, the Withdrawal Deadline was 5:00 p.m., New York City time, on October 4, 2021.  As a result, tendered Securities may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

Information Relating to the Offers

Barclays Capital Inc., BofA Securities Europe SA, BNP Paribas Securities Corp., Citigroup Global Markets Limited, Goldman Sachs Bank Europe SE, HSBC Bank plc, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as the dealer managers for the Offers (collectively, the “Dealer Managers”).

The information agent and tender agent for the Offers is D.F. King & Co., Inc..  Copies of the Offer to Purchase and related offering materials are available by contacting D.F. King & Co., Inc. by telephone at (866) 856-3065  (toll-free) or (212) 269-5550 (banks and brokers), by email at [email protected]. Questions regarding the Offers should be directed to Barclays Capital Inc., at (212) 528-7581 (collect) and (800) 438-3242 (toll free); BofA Securities Europe SA, at (980) 387-3907, (888) 292-0070 (toll free) or +33 1 877 01057 (Europe);  BNP Paribas Securities Corp., at [email protected]; Citigroup Global Market Limited, at (212) 723-6106 (collect), (800) 558 3745 (toll free) or +44 20 798 68969 (Europe); Goldman Sachs Bank Europe SE at, +33 1-42-12-15-47 (Europe); HSBC Bank plc, at (212) 525-5552 (collect), (888) HSBC-4LM (toll free) or +44 20 7992 6237 (Europe); J.P. Morgan, Liability Management Group, at (212) 834-3424 (collect) and (866) 834-4666 (toll-free) or +44 207 134 2468 (Europe); or Morgan Stanley & Co. LLC, at (212) 761-1057 and (800) 624-1808 (toll free).

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities.  The solicitation of offers to sell the Securities is only being made pursuant to the terms of the Offer to Purchase.  The Offers are not being made 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.  None of ENEL or its affiliates, their respective boards of directors or similar governing bodies, the Dealer Managers, the information and tender agent or the applicable trustee is making any recommendation as to whether or not Holders should tender their Securities in connection with the Offers, and neither ENEL nor any other person has authorized any person to make any such recommendation.

About ENEL – Società per Azioni

Enel S.p.A. is a multinational power company and a leading integrated player in the world’s power and gas markets, with a particular focus on Europe and South America. It manages a highly diverse network of power plants: hydroelectric, thermoelectric, nuclear, geothermal, wind, solar and other renewable sources. Press releases and financial information of ENEL/ENEL S.p.A. are available at www.enel.com.

Forward-looking Statements

The Company and its representatives may from time to time make certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 in this press release. Forward-looking statements may be identified by the use of words such as “plan,” “expect,” “target,” “anticipate,” “estimate,” “believe,” “forecast,” “projected,” “guidance,” “outlook,” “looking ahead,” and other words of similar meaning. All statements that address our future operating performance or events or developments that we expect or anticipate will occur in the future are forward-looking statements.

ENEL Finance International N.V.

SOURCE ENEL Finance International N.V.

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