SANTIAGO, CHILE, Dec. 19, 2025 (GLOBE NEWSWIRE) -- Empresa Nacional del Petróleo (“ENAP”, the “Company” or “we”) announces the early results of its previously announced tender offers (the “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”). The Company also announces its decision to increase the Maximum Tender Amount for the 2029 Notes from $100,000,000 to $113,600,000, and the Maximum Tender Amount for the 2031 Notes from $50,000,000 to $57,000,000. Except for the increase of the Maximum Tender Amount, all other terms and conditions of the Offers remain unchanged. Holders that have previously tendered their Notes do not need to re-tender their Notes or take any other action in response to this increase. The Offers are being made pursuant to the terms of, and subject to the conditions in, the offer to purchase dated December 5, 2025 (the “Offer to Purchase”). Capitalized terms not otherwise defined in this announcement have the same meaning assigned to them in the Offer to Purchase.
The aggregate principal amount of Notes of each series that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on December 18, 2025 (the “Early Tender Date”), as reported by the Information and Tender Agent, and the aggregate principal amount of each series of Notes that the Company will accept for purchase on the Early Settlement Date (as defined below) are specified in the applicable row of the table below. The amount of each series of Notes that the Company will accept for purchase on the Early Settlement Date will be subject to the applicable proration factor specified in the applicable row of the table below, as determined in accordance with the proration procedures described in the Offer to Purchase.
| Title of Security | CUSIP / ISIN | Principal Amount Outstanding | Maximum Tender Amount(1) | Principal Amount Tendered on or Prior to the Early Tender Date | Principal Amount Accepted | Total Consideration (2)(3) | Approximate Proration Factor |
| 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$113,600,000 | US$495,284,000 | US$110,374,000 | US$1,022.50 | 20.735% |
| 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$57,000,000 | US$90,404,000 | US$60,787,000 | US$928.50 | 60.988% |
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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) | The Total Consideration equals the Tender Offer Consideration plus the Early Tender Premium. Excludes Accrued Interest to be paid to Holders. | |||
The Withdrawal Date occurred at 5:00 p.m., New York City time, on December 18, 2025. Notes validly tendered in the Offers may not be withdrawn.
On or about December 22, 2025, (the “Early Settlement Date”) Holders who validly tendered and did not validly withdraw Notes prior to the Early Tender Date will receive (i) a Total Consideration of $1,022.50 per $1,000 principal amount of 2029 Notes tendered and accepted for purchase by the Company, and (ii) a Total Consideration of $928.50 per $1,000 principal amount of 2031 Notes tendered and accepted for purchase by the Company (which amounts include an early tender premium of $50.00 per $1,000 principal amount of 2029 Notes and 2031 Notes validly tendered and not validly withdrawn). On the Early Settlement Date, the Company will also pay accrued and unpaid interest on the Notes accepted for purchase from the last interest payment date preceding, and up to, but not including, the Early Settlement Date.
Although the Offers are scheduled to expire on January 6, 2026, at 5:00 p.m. New York City time, the acceptance of all Notes validly tendered and not validly withdrawn on or before the Early Tender Date would cause the Company to purchase an aggregate amount of Notes that would exceed, in terms of Purchase Price per Series, the Maximum Tender Amount for each series of Notes. Therefore, the Company (i) will not accept for purchase any Notes tendered after the Early Tender Date and (ii) will, subject to the terms and conditions of the Offers, accept Notes for purchase on the Early Settlement Date subject to the proration factor specified in the applicable row of the table above.
All Notes not accepted as a result of proration will be returned to tendering Holders at the Company’s expense promptly following the Early Settlement Date.
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.
