News

Colbún, S.A. Announces the Early Tender Results of Merrill Lynch, Pierce, Fenner & Smith Incorporated’s Offer to Purchase Colbún S.A.’s 6.000% Notes Due 2020

October 5, 2017

This morning, Colbún, S.A. (the “Company”) announced the early tender results of the previously announced cash tender offer (the “Offer”) by Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Offeror”) to purchase any and all of the Company’s 6.000% Notes due 2020 (the “Notes”) upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 20, 2017 (as it may be amended or supplemented from time to time, the “Offer to Purchase”). The terms and conditions of the Offer are described in the Offer to Purchase, previously distributed to holders of the Notes.

The table below summarizes certain payment terms of the Offer:

his morning, Colbún, S.A. (the “Company”) announced the early tender results of the previously announced cash tender offer (the “Offer”) by Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Offeror”) to purchase any and all of the Company’s 6.000% Notes due 2020 (the “Notes”) upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 20, 2017 (as it may be amended or supplemented from time to time, the “Offer to Purchase”). The terms and conditions of the Offer are described in the Offer to Purchase, previously distributed to holders of the Notes.

The table below summarizes certain payment terms of the Offer:

Description of Notes

CUSIP/ ISIN
Nos.

Outstanding Principal Amount

Tender Offer Consideration (1)(2)

Early Tender Payment (1)

Total Consideration (1)(2)

6.000% Notes due 2020

192714AA1 / US192714AA18 P2867KAC0 / USP2867KAC01

U.S.$500,000,000

U.S.$1,063.80

U.S.$30.00

U.S.$1,093.80

(1) Per U.S.$1,000 principal amount of Notes.
(2) Excludes accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.

The early tender deadline for the Offer occurred at 5:00 p.m., New York City time, on October 3, 2017 (the “Early Tender Date”). The Company has been advised that, as of the Early Tender Date, U.S.$ $353,918,000 in aggregate principal amount of the Notes, or approximately 70.78% of the outstanding Notes, had been validly tendered and not validly withdrawn pursuant to the Offer. Holders of the Notes who have not yet tendered their respective Notes have until 11:59 p.m., New York City time, on October 18, 2017, unless extended or earlier terminated by the Offeror (this date and time, including as extended or earlier terminated, the “Expiration Date”) to tender such Notes pursuant to the Offer.

Holders of the Notes who have validly tendered and not validly withdrawn their Notes at or before the Early Tender Date and whose Notes are accepted for payment are eligible to receive the Early Tender Payment. Notes tendered after the Early Tender Date may not be withdrawn, except as required by applicable law, and are not eligible to receive the Early Tender Payment.

Subject to the terms and conditions of the Offer being satisfied or waived and to the Offeror’s right to amend, extend, terminate or withdraw the Offer, the Company expects that payment for all Notes validly tendered at or before the Early Tender Date and accepted by the Offeror will occur promptly following the Early Tender Date (the “Early Settlement Date,” which is expected to be the fourth business day after the Early Tender Date (October 10, 2017), but which may change without notice). The Company expects that payment for all Notes validly tendered after the Early Tender Date and at or before the Expiration Date and accepted by the Offeror will occur promptly following the Expiration Date (the “Final Settlement Date,” which is expected to be the first business day after the Expiration Date (October 19, 2017), but which may change without notice).

Holders who would like copies of the Offer to Purchase may call the information agent, D.F. King & Co., Inc. at (212) 269-5550 or (800) 714-3312 (toll free) or by e-mail at colbun@dfking.com.

The Company has consented to the Offeror making the Offer. The Company is not making the Offer. It is intended that the Notes purchased by the Offeror on the Early Settlement Date will be exchanged (the “Exchange”) by the Offeror with the Company for certain new notes to be issued in a new offering by the Company (the “New Offering”). The Offeror’s obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Offer is conditioned upon, among other things, the pricing of the New Offering on terms satisfactory to the Company and the New Offering having not been terminated prior to the Early Settlement Date. No assurance can be given that the New Offering will be priced on the terms currently envisioned or at all. Additional conditions to the Offer are described in the Offer to Purchase. The Offeror may amend, extend, terminate or withdraw the Offer.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Santander Investment Securities Inc., and Scotia Capital (USA) Inc. are the dealer managers for the Offer. D.F. King & Co., Inc. has been appointed as the tender agent and information agent for the Offer.

Persons with questions regarding the Offer should contact Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (toll-free) or (646) 855-8988 (collect), Santander Investment Securities Inc. at (855) 404-3636 (toll-free) or (212) 940-1442 (collect), or Scotia Capital (USA) Inc. at (800) 372-3930 (toll-free) or (212) 225-5559 (collect).

This press release is for informational purposes only and is not a recommendation, an offer to purchase, or a solicitation of an offer to sell with respect to any securities. The Offer is being made solely pursuant to the Offer to Purchase that is being distributed to the holders of Notes.  The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Notes in any jurisdiction in which the making of the Offer or the acceptance thereof would not comply with the laws of that jurisdiction. Further, this press release is not an offer to sell or the solicitation of an offer to buy any securities.

Forward-Looking Statements

This release and the Offer to Purchase contain words, such as “believe,” “intend,” “estimate,” “expect,” “could,” “may,” “will,” “plan,” “target,” “project,” “potential,” “predict,” “forecast,” “guideline,” “should,” “anticipate” and similar expressions, that identify forward-looking statements reflecting the Company’s views about future events and financial performance. Words such as “believe,” “could,” “may,” “will,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “potential,” “predict,” “forecast,” “guideline,” “should” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. Statements that are not historical facts, including statements about the Company’s strategy, plans, objectives, assumptions, prospects, beliefs and expectations, are forward-looking statements. Forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties. These forward-looking statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Although the Company believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Actual results could differ materially and adversely from those expressed or implied by the forward-looking statements as a result of various factors that may be beyond the Company’s control, including but not limited to those described in the Offer to Purchase. These statements speak only as of their dates, and the Company does not undertake any obligation to update or revise any of them as a result of new information, future events or otherwise.

COMPARTIR

TEMAS