Enel gives results of any-and-all tender, removes cap for other offer

By Wendy Van Sickle

Columbus, Ohio, Jan. 17 – Enel SpA announced the results of one of two tender offers that opened on Jan. 9, according to a press release.

Specifically, the company gave results of its any-and-all tender offer for its outstanding €750,019,000 2.5% perpetual 5.5-year non-call capital securities (ISIN: XS1713463716) and also reported that it was removing the cap of its ongoing capped tender offer for its outstanding $1.25 billion 8.75% capital securities due 2073 (ISINs: US29265WAA62, US29265WAB46) that was launched on the same date as the offer for the perpetuals.

Any-and-all offer

The company received and accepted tenders of €699.97 million of securities under its offer to purchase the euro-denominated perpetuals with a first reset date of Nov. 24, 2023 at par.

Accrued interest will also be paid.

The expiration date for the any-and-all offer was 11 a.m. ET on Jan. 16, which was also the withdrawal deadline.

There are also guaranteed delivery procedures. The guaranteed delivery date is anticipated to be 5 p.m. ET on Jan. 19, or two business days after the expiration of the offer.

Settlement is planned for Jan. 20 in both cases.

Because a repurchase of at least 80% of the total principal amount will have occurred, constituting a substantial repurchase event, the company plans to exercise its option to redeem all of the securities after settlement of the tender at the applicable early redemption price.

The information agent and tender agent for the any-and-all offer is D.F. King & Co., Inc. (800 967-5068, 212 269-5550, enel@dfking.com, www.dfking.com/enel).

Capped offer

The company is offering to purchase the 8.75% capital securities due 2073 with the first reset date of Sept. 24, 2023 for $1,015 per $1,000 in aggregate principal amount, which includes an early tender payment of $30 per $1,000 accepted for purchase. The cap for the offer now equals the entire outstanding principal amount of $1.25 billion.

Holders tendering their notes after the early tender period will receive the late tender consideration of $985 per $1,000 note.

Accrued interest will also be paid in both cases.

Tenders will not be subject to proration.

The early tender deadline is 5 p.m. ET on Jan. 23, which is also the withdrawal deadline.

Early settlement is expected to be Jan. 26, or the third business day after the early deadline.

The final expiration for this offer will be 5 p.m. ET on Feb. 7 with results announced at 9 a.m. ET on Feb. 8.

It is anticipated that settlement will be Feb. 10 or the third business day after the expiration.

The tax certification and tender agent for the offer is Acupay System LLC (212 422-1222, +44 20 7382 0340, eneltender@acupay.com, www.acupay.com/eneltender).

Tax considerations

In the case of the offer for the 8.75% capital securities due 2073, there are tax considerations as the securities are registered in the name of Monte Titoli SpA as operator of the Italian central securities clearing system. Under Italian law, the securities may be subject to substitute tax in Italy, currently at the rate of 26%, upon payment of interest, premium and other income in respect of the securities or transfer or redemption of the securities unless exempt.

To qualify for the exemption, Monte Titoli must obtain from each eligible beneficial owner a certification of its eligibility to receive interest, premium and other income free from Italian substitute tax upon the investor's first purchase of a beneficial security interest or the purchase receipts and to make that certification available to the Italian tax authorities.

The company has arranged certain procedures with Acupay and Monte Titoli to facilitate the collection of certifications.

Furthermore, DTC participants which have electronically transmitted acceptances of the offer with respect to interests in X receipts must also transmit, through Acupay, reports or confirmations of all changes in holdings with in the interests in X receipts which must include the unique VOI reference from the tender acceptance transmitted through DTC ATOP. The deadline to submit the verification is 9:45 a.m. ET on the first business day following the submission of tenders or on or prior to 5 p.m. ET on the early expiration or final expiration date.

DTC participants which have electronically transmitted acceptances of the offer with respect to interests in N receipts do not need to transmit any tax certification through Acupay and will be subject to Italian substitute tax.

Additional details

Securities purchased in the offers will be retired and canceled or written down as applicable.

The offers are conditioned on the successful completion of the company’s concurrent offering of new securities.

Tendering noteholders may receive priority in the allocation of the new securities at the discretion of the company.

Additionally, following the offer, if a substantial repurchase event of the 8.75% capital securities due 2073 has occurred the company may exercise its option to redeem all the outstanding securities. To reach the qualifying threshold for these securities, at least 90% of the securities must have been repurchased and canceled by or on behalf of the company or a subsidiary.

The dealer managers for the offers are BNP Paribas Securities Corp. (+33 1 55 77 78 94, liability.management@bnpparibas.com), BofA Securities Europe SA (980 387-3907, 888 292-0070, +33 1 87 70 10 57, DG.LM-EMEA@bofa.com), Citigroup Global Markets Ltd. (+44 20 7986 8969, liabilitymanagement.europe@citi.com), Goldman Sachs International (+ 44 20 7774 4836, liabilitymanagement.eu@ny.email.gs.com), HSBC Continental Europe (212 525-5552, 888 HSBC-4LM, +44 20 7992 6237, liability.management@hsbcib.com), J.P. Morgan SE for the uncapped (+44 20 7134 2468, Liability_management_EMEA@jpmorgan.com) and J.P. Morgan Securities LLC for the originally capped offer (+44 20 7134 2468, 866 834-4666, 212 834-3424, liability_management_EMEA@jpmorgan.com), Morgan Stanley & Co. International plc (+44 20 7677 5040, liabilitymanagementeurope@morganstanley.com) and NatWest Markets NV (+33 1 73 24 98 80, NWMliabilitymanagement@natwestmarkets.com).

Enel is a Rome-based electric utility company.

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