EMPRESA NACIONAL DEL PETRΣLEO
a state-owned enterprise organized under the laws of the Republic of Chile

OFFERS TO PURCHASE FOR CASH

(i) any and all of the Any and All Notes (as defined below) and
(ii) the Maximum Tender Offer Notes (as defined below) subject to the Maximum Aggregate Consideration Cap and/or the Tender Cap (each term as defined below) in each case subject to the New Financing Condition (as defined below)

Any and All of the Outstanding Securities Listed Below
(the “Any and All Notes”)

Title of Security

CUSIP / ISIN 

Outstanding Principal Amount


3.750% Notes due 2026


Rule 144A CUSIP No.: 29245J AJ1
Reg S CUSIP No.: P37110 AK2
Rule 144A ISIN: US29245JAJ16
Reg S ISIN: USP37110AK24


$700,000,000

Subject to the Maximum Aggregate Consideration Cap and/or the Tender Cap of the Outstanding Securities Listed Below
(the “Maximum Tender Offer Notes”)

Title of Security

CUSIP / ISIN 

Outstanding Principal Amount

Tender Cap(1)

Maximum Aggregate Consideration Cap(2)


3.450% Notes due 2031


Rule 144A CUSIP No.: 29245J AM4
Reg S CUSIP No.: P37110 AR7
Rule 144A ISIN: US29245JAM45
Reg S ISIN: USP37110AR76


$560,000,000


$200,000,000


$800,000,000

___________________________________________________________________________________________________
(1) The offer with respect to the Maximum Tender Offer Notes is subject to a tender cap of $200,000,000 (the “Tender Cap”), which is specified as an aggregate principal amount of the Maximum Tender Offer Notes. The Company will purchase Maximum Tender Offer Notes subject to the Tender Cap. Subject to applicable law, the Company reserves the right, but is under no obligation, to increase, decrease or eliminate the Tender Cap at any time and in its sole discretion. Any such increase, decrease or elimination could result in the Company purchasing an aggregate principal amount of Maximum Tender Offer Notes having a greater or lesser aggregate principal amount.

(2) The offer with respect to the Maximum Tender Offer Notes is also subject to a tender cap of $800,000,000 (the “Maximum Aggregate Consideration Cap”), which is specified as the aggregate consideration to be paid by the Company for the principal amount of both series of Notes (excluding the Accrued Interest (as defined below)). The Company will purchase Maximum Tender Offer Notes subject to the Maximum Aggregate Consideration Cap. Subject to applicable law, the Company reserves the right, but is under no obligation, to increase, decrease or eliminate the Maximum Aggregate Consideration Cap at any time and in its sole discretion. Any such increase, decrease or elimination could result in the Company purchasing an aggregate principal amount of Maximum Tender Offer Notes having a greater or lesser aggregate principal amount.

THE ANY AND ALL TENDER OFFER (AS DEFINED BELOW) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 26 , 2024, AND THE MAXIMUM TENDER OFFER (AS DEFINED BELOW) WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME ON AUGUST 19, 2024, UNLESS EXTENDED OR EARLIER TERMINATED BY THE COMPANY (AS DEFINED BELOW) IN ITS SOLE AND ABSOLUTE DISCRETION (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED WITH RESPECT TO AN OFFER, THE APPLICABLE “EXPIRATION TIME”).

YOU MUST VALIDLY TENDER YOUR ANY AND ALL NOTES, OR DELIVER A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY, AT OR PRIOR TO THE ANY AND ALL EXPIRATION TIME (SUCH DATE AND TIME, INCLUDING AS EXTENDED OR EARLIER TERMINATED, THE “ANY AND ALL EXPIRATION TIME”) TO BE ELIGIBLE TO RECEIVE THE ANY AND ALL PURCHASE PRICE CONSIDERATION (AS DEFINED BELOW) PLUS ACCRUED INTEREST.

YOU MUST VALIDLY TENDER YOUR MAXIMUM TENDER OFFER NOTES AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 2, 2024 (SUCH DATE AND TIME, INCLUDING AS EXTENDED OR EARLIER TERMINATED WITH RESPECT TO THE MAXIMUM TENDER OFFER NOTES, THE “EARLY TENDER TIME”) TO BE ELIGIBLE TO RECEIVE THE MAXIMUM TENDER TOTAL CONSIDERATION (AS DEFINED BELOW) PLUS ACCRUED INTEREST, WHICH ALREADY INCLUDES THE EARLY TENDER PREMIUM. IF YOU VALIDLY TENDER YOUR MAXIMUM TENDER OFFER NOTES AFTER THE EARLY TENDER TIME BUT AT OR PRIOR TO THE MAXIMUM TENDER EXPIRATION DATE (AS DEFINED BELOW), YOU WILL ONLY BE ELIGIBLE TO RECEIVE THE APPLICABLE LATE MAXIMUM TENDER OFFER CONSIDERATION (AS DEFINED BELOW).

ANY AND ALL NOTES VALIDLY TENDERED MAY BE VALIDLY WITHDRAWN AT ANY TIME AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON JULY 26, 2024 AND MAXIMUM TENDER OFFER NOTES VALIDLY TENDERED MAY BE VALIDLY WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 2, 2024 (SUCH TIMES AND DATES, AS THEY MAY BE EXTENDED WITH RESPECT TO THE ANY AND ALL NOTES OR MAXIMUM TENDER OFFER NOTES, THE APPLICABLE “WITHDRAWAL DEADLINE”). FOR THE AVOIDANCE OF DOUBT, HOLDERS MAY WITHDRAW VALIDLY TENDERED MAXIMUM TENDER OFFER NOTES AT OR BEFORE THE EARLY TENDER TIME BUT NOT THEREAFTER, UNLESS REQUIRED BY APPLICABLE LAW.

To view copies of the Offer To Purchase document(s) please click on the document(s) below

Offer to Purchase

Notice of Guaranteed Delivery

Press Release

 

Questions, requests for assistance and requests for additional copies of this Offer to Purchase and, in the case of the Any and All Tender Offer only, the Notice of Guaranteed Delivery may be directed to the Information and Tender Agent or the Dealer Managers at their respective addresses and telephone numbers set forth below.

The Tender and Information Agent for the Tender Offerss is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor
New York, New York 10005
United States
E-mail: enap@dfking.com

Toll Free: (800) 290-6432
Banks & Brokers Call: (212) 269-5550

The Dealer Managers for the Tender Offers are:

BofA Securities, Inc.

One Bryant Park
New York, New York 10036
Attention: Liability Management Group
U.S. Toll Free: (888) 292-0700
Collect: (646) 855-8998

Itaϊ BBA USA Securities, Inc.

540 Madison Avenue, 24th Floor
New York, New York 10022
Attention: DCM
Collect: (212) 710-6749

Scotia Capital (USA) Inc.

250 Vesey Street
New York, NY 10281
Attention: Liability Management Group
U.S. Toll Free: (800) 372-3930
Collect: (212) 225-5501

J.P. Morgan Securities LLC

383 Madison Avenue
New York, New York 10179
Attention: Latin America
Debt Capital Markets
U.S. Toll-Free: (866) 846-2874
Collect: (212) 834-7279

Santander US Capital Markets LLC

437 Madison Avenue
New York, New York 10022
Attention: Liability Management Group
U.S. Toll Free: (855) 404-3636
Collect: (212) 940-1442