Enel begins any-and-all and capped tender offer for two series of notes

By Mary-Katherine Stinson

Lexington, Ky., Jan. 9 – Enel SpA launched two tender offers on Monday, according to a press release.

Specifically, the company began an any-and-all tender offer for its outstanding €750,019,000 2.5% perpetual 5.5-year non-call capital securities (ISIN: XS1713463716) and a capped tender offer for its outstanding $1.25 billion 8.75% capital securities due 2073 (ISINs: US29265WAA62, US29265WAB46).

Any-and-all offer

The company is offering 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 is 11 a.m. ET on Jan. 16 which is also the withdrawal deadline.

Results are expected to be announced at 9 a.m. ET on Jan. 17.

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.

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 up to the capped amount 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 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.

The offer will be capped at the amount raised in the company’s concurrent offering of Regulation S non-call capital securities less either (a) the principal amount tendered and accepted in the any-and-all offer if less than 80% of the outstanding amount is tendered and accepted for purchase or (b) €750,019,000 if more than 80% of the principal amount outstanding is tendered and accepted for purchase.

Securities may be subject to proration if the aggregate principal amount tendered exceeds the company’s maximum acceptance amount.

The exact capped amount will be announced at 9 a.m. ET on Jan. 17.

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 the capped 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 capped 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 capped offer, 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 capped 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 offers, if a substantial repurchase event has occurred the company may exercise its option to redeem all the outstanding securities at any time at the applicable early redemption price of the any-and-all tender offer and in the terms and conditions of the capped tender offer. To reach the qualifying threshold, at least 80% of the any-and-all tender offer securities and at least 90% of the capped tender offer 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 1 877 01057, DG.LM-EMEA@bofa.com), Citigroup Global Markets Ltd. (+44 20 798 68969, liabilitymanagement.europe@citi.com), Goldman Sachs International (+ 44 207 774 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 uncapped (+44 207 134 2468, Liability_management_EMEA@jpmorgan.com) and J.P. Morgan Securities LLC for the capped offer (+44 207 134 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 (+33 173 249 880, NWMliabilitymanagement@natwestmarkets.com).

Enel is a Rome-based electric utility company.

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