Empresa Nacional de Electricidad S.A.(“Endesa Chile” or the “Company”) (NYSE:EOC) today announced that it has commenced a consent solicitation with respect to a proposed amendment to the Indenture dated as of January 1, 1997 governing its (a) 8.350% Notes due 2013, (b) 8.625% Notes due 2015, (c) 7.875% Notes due 2027, (d) 7.325% Notes due 2037 and (e) 8.125% Notes due 2097 ($917 million aggregate principal amount; CUSIP numbers 29245SAC6, G3040AAA4 (Reg. S), 29245SAA0 (144A), 29245SAD4, G3040AAB2 (Reg. S), 29245SAB8 (144A), 29244TAA9, 29244TAB7 and 29244TAC5) (the "Notes"). The proposed amendments would amend Section 501 (4), the cross default clause, so that it would apply only to Endesa Chile and its Subsidiaries organized under the laws of the Republic of Chile. The definition of “Significant Subsidiary” would be similarly amended so that it would be limited to only those Significant Subsidiaries (as defined) organized under the laws of the Republic of Chile. The concept of Significant Subsidiary is used in Sections 501 (5) and (6), the bankruptcy and insolvency proceedings clauses, of the Indenture.
The consent solicitation is subject to the terms and conditions set forth in the Company's Consent Solicitation Statement dated July 8, 2009, including the receipt of valid consents from the holders of not less than a majority in aggregate principal amount of the outstanding Notes, excluding Notes owned by the Company or any affiliate of the Company. The consent solicitation will expire at 5:00 p.m., New York City time, on July 24, 2009, unless earlier terminated or extended by Endesa Chile (the "Consent Deadline"). Only a holder of Notes as of 5:00 p.m., New York City time, on July 7, 2009 will be eligible to approve the amendments and receive a consent payment for such approval.
Simultaneously with this Consent Solicitation, ENERSIS S.A.(“Enersis”, NYSE:ENI), the owner of approximately 60% of the common stock of Endesa Chile, is separately seeking consents to amend substantively identical provisions of the Indenture dated as of November 1, 1996, in a similar manner to the proposed amendment mentioned above. The conditions for the success of the consent solicitation require that a majority of the Notes under both the Enersis and Endesa Chile Indentures approve the respective amendments. However, Endesa Chile may elect to waive any condition to accepting consents or making payment of the Consent Fee in its sole discretion.
This press release does not set forth all of the terms and conditions of the consent solicitation. Holders of the Notes should carefully read the Company's Consent Solicitation Statement and the accompanying materials for a complete description of all terms and conditions before making any decision with respect to the consent solicitation. The Company does not make any recommendation as to whether or not any holder should consent to the proposed amendment.
Additional information concerning the terms and conditions of the consent solicitation, and the procedure for delivering consents, may be obtained from the Solicitation Agent, J.P. Morgan, by calling (866) 846-2874 or (212) 834-4374. Copies of the Consent Solicitation Statement and related documents may be obtained from the Information and Tabulation Agent, Global Bondholder Services Corporation, at 65 Broadway, Suite 723, New York, New York 10006, (866) 873-6300 or (212) 430-3774.
Endesa Chile is one of the largest electricity generation companies in South America. Its operations are primarily in Chile, and to a lesser degree in four other countries including Argentina, Colombia, Peru and Brazil (the latter, through its affiliate Endesa Brasil). Endesa Chile has a diversified portfolio of generation assets with 62% hydroelectric capacity and 38% thermal capacity. Endesa Chile and its subsidiaries operate 51 plants, with a total installed capacity of 12,906 MW. The Company sold 55,225 GWh as of December 31, 2008, being one of the main suppliers in most of the countries where it operates, with 35% market share in Chile, 27% in Peru, 24% in Colombia and 9% in Argentina. For more information about Endesa Chile, please visit the company's website at http://www.endesachile.cl, or download the 2008 Form 20-F from the SEC’s website at http://www.sec.gov.
Statements in this release which are not historical facts are "forward looking" statements and "safe harbor statements" under the Private Securities Litigation Reform Act of 1995 that involve risks and/or uncertainties, including risks and/or uncertainties as described in the Company's public filings with the Securities and Exchange Commission.
Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=6002220&lang=en
Contacts:
Juan Pablo Reitze, Head of Investor
Relations, +56-2-6309603
