Enel reports early tenders of $411.06 million 8.75% capital securities

By Wendy Van Sickle

Columbus, Ohio, Jan. 24 – Enel SpA announced the early results of its tender offer for its outstanding $1.25 billion 8.75% capital securities due 2073 (ISINs: US29265WAA62, US29265WAB46), according to a press release.

The company said it took in early tenders of $411.06 million principal amount of the securities by the early deadline, 5 p.m. ET on Jan. 23, which was also the withdrawal deadline.

The offer opened on Jan. 9 along with an any-and-all tender offer for Enel’s outstanding €750,019,000 2.5% perpetual 5.5-year non-call capital securities, which expired on Jan. 16; €699.97 million of securities were tendered under that offer, the company previously reported.

The ongoing offer for the 8.75% capital securities was initially expected to have a maximum acceptance amount, but the company eliminated the cap on Jan. 17.

The company offered 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.

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

Accrued interest will also be paid.

Early settlement is expected to be Jan. 26.

The final expiration for the ongoing 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 final 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.

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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