Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 16

 

to

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

ENEL AMÉRICAS S.A.

(Name of Issuer)

 

Shares of Common Stock, No Par Value

 

American Depositary Shares Representing 50

Shares of Common Stock (the “ADSs”)

(Title of Class of Securities)

 

29274F104

(CUSIP Number)

 

Enel S.p.A.

Viale Regina Margherita 137

00198 Rome

Italy

 

Attn: Fabio Bonomo

Head of Corporate Affairs

 

Tel: +39 06 8305 2081

Fax: +39 06 8305 2129

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 17, 2020

 (Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

This Amendment No. 16 (“Amendment No. 16”) amends and supplements the Statement on Schedule 13D, which was originally filed jointly by Enel S.p.A, an Italian societá per azioni (“Enel” or the “Reporting Person”), Enel Latinoamérica, S.A. (“ELA”), a Spanish socieded anónima, formerly named Endesa Latinoamérica, S.A., and Enel Iberoamérica, S.R.L. (“EIA”), a Spanish socieded de responsabilidad limitada, formerly named Enel Energy Europe, S.R.L., with the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2014 (“Schedule 13D”), as amended and supplemented by Amendment No. 1 to Schedule 13D filed on August 12, 2016, Amendment No. 2 to Schedule 13D filed on December 6, 2016, Amendment No. 3 to Schedule 13D filed on October 15, 2018, Amendment No. 4 to Schedule 13D filed on March 20, 2019, Amendment No. 5 to Schedule 13D filed on March 22, 2019, Amendment No. 6 to Schedule 13D filed on April 10, 2019, Amendment No. 7 to Schedule 13D filed on May 21, 2019, Amendment No. 8 to Schedule 13D filed on June 28, 2019, Amendment No. 9 to Schedule 13D filed on January 29, 2020, Amendment No. 10 to Schedule 13D filed on March 19, 2020, Amendment No. 11 to Schedule 13D filed on April 6, 2020, Amendment No. 12 to Schedule 13D filed on May 12, 2020, Amendment No. 13 to Schedule 13D filed on June 5, 2020, Amendment No. 14 to Schedule 13D filed on June 10, 2020 and Amendment No. 15 to Schedule 13D filed on June 19, 2020, as specifically set forth herein.

 

Except as set forth below, all previous Items are unchanged.

 

Item 4 is hereby amended and restated to read in its entirety as follows:

 

On October 23, 2014, as part of Enel’s previously announced plan to reorganize its activities in Iberia and Latin America described below, Enel, through its wholly-owned subsidiary EIA, purchased 29,762,213,531 shares of Enel Américas held directly and indirectly by Endesa S.A. (“Endesa”), a Spanish sociedad anónima (the “Acquisition”). The Acquisition was made pursuant to a Stock Acquisition Agreement (the “Agreement”) between EIA and Endesa. The aggregate purchase price was €8.25 billion, based on an approximate implied value per share of Enel Américas’ Common Stock of 215 Chilean pesos. The Acquisition was approved by the Board of Directors of Endesa on September 17, 2014 and the shareholders of Endesa on October 21, 2014.

 

Prior to the Acquisition, Enel and EIA held an indirect ownership interest in Enel Américas through EIA’s ownership interest in Endesa. In July 2014, Enel announced a plan to reorganize the Enel Group’s activities in Iberia and Latin America by grouping its Latin American operation under EIA and focusing Endesa’s businesses on the Iberian market. The reorganization was implemented by means of the Acquisition and an extraordinary cash dividend that was paid on October 29, 2014.

 

On April 22, 2015 Enel requested that the Board of Directors of Enel Américas consider and analyze a potential corporate reorganization process involving Enel Américas, Empresa Nacional de Electricidad S.A. (“Endesa Chile”) and Chilectra S.A. (“Chilectra”) that would separate their businesses and assets in Chile from those in Argentina, Brazil, Colombia and Peru so that the Chilean businesses and the non-Chilean businesses may be grouped by geographic area (the “Reorganization”). The respective Boards of Directors of Enel Américas, Endesa Chile and Chilectra determined in November 2015 that the Reorganization, including the Merger (as defined below), would be in the best interests of their respective companies and the Boards of Enel Américas, Endesa Chile and Chilectra subsequently determined that the Reorganization would involve (i) each of Endesa Chile and Chilectra separating its Chilean and non-Chilean businesses by means of a “división” or “demerger” under Chilean law and spinning off Endesa Américas S.A. (“Endesa Américas”) and Chilectra Américas S.A., respectively, followed by Enel Américas separating its Chilean and non-Chilean businesses, including the shares of the demerged entities of Endesa Chile and Chilectra, also by means of a “división” or “demerger” under Chilean law and spinning off Enersis Chile S.A. (collectively, the “Spin-Offs”), (ii) a tender offer by Enel Américas for all of the shares of Endesa Américas (including in the form of ADSs) (the “2016 Tender Offer”) and (iii) the merger of the companies holding the non-Chilean businesses of Enel Américas, Endesa Chile and Chilectra after the Spin-Offs (Enel Américas, Endesa Américas and Chilectra Américas S.A.), with Enel Américas as the surviving company (the “Merger”). The Spin-Offs were completed on April 26, 2016. The 2016 Tender Offer was successfully completed on October 28, 2016.

 

The Merger, which was approved by the shareholders of Enel Américas, Endesa Américas and Chilectra Américas on September 28, 2016, became effective on December 1, 2016. As a result of the effectiveness of the Merger, Endesa Américas and Chilectra Américas ceased to exist as separate corporate entities and Enel Américas continued as the surviving company. In connection with the Merger, holders of Endesa Américas shares and ADSs (other than Enel Américas) received 2.8 shares of Enel Américas’ Common Stock for each share of Endesa Américas and 1.68 ADSs of Enel Américas for each ADS of Endesa Américas, respectively. The holders of Chilectra Américas (other than Enel Américas) received 4.0 shares of Enel Américas’ Common Stock for each share of Chilectra Américas. In addition, on November 9, 2016, Enel Américas purchased 119,092,152 shares of Enel Américas’ Common Stock from stockholders of Enel Américas that exercised their statutory merger dissenters’ withdrawal rights in connection with Merger. Such purchase was made using a portion of the proceeds of Enel Américas’ $600 million registered bond offering completed on October 25, 2016.

 

Page 4 of 8 Pages

During 2016, ELA, a wholly-owned subsidiary of EIA, was merged into EIA. In 2017, a cross-border demerger of EIA was implemented, pursuant to which EIA spun off, among other things, its interest in Enel Américas to a new Italian company, Enel South America S.r.l. (“ESA”). During 2017, ESA merged into Enel, which resulted in Enel directly holding 51.8% of Enel Américas’ Common Stock.

 

On October 15, 2018, Enel entered into two share swap transactions (the “Swap Transactions”) with a financial institution in order to increase its percentage ownership of Enel Américas. Pursuant to the Swap Transactions, Enel acquired 18,931,352 Enel Américas’ ADSs on April 8, 2019 at a price of approximately $8.70 per ADS, 1,707,765,225 shares of Enel Américas’ Common Stock on or about April 11, 2019 at a price of 116.01 Chilean pesos (approximately US$0.17) per share and 218,298,845 shares of Enel Américas’ Common Stock on or about May 22, 2019 at a price of 107.55 Chilean pesos (approximately US$0.15) per share. Following final settlement of the Swap Transactions, Enel directly held 56.8% of Enel Américas’ Common Stock.

 

On February 27, 2019, Enel Américas announced that it was proposing to undertake a capital raise structured as an offering of shares of Common Stock and ADSs pursuant to preemptive subscription rights for cash (the “Offering”). On September 2, 2019, Enel Américas completed the Offering. Pursuant to the Offering, Enel subscribed for 10,933,860,086 shares of Enel Américas’ Common Stock by exercising preemptive subscription rights at a price of approximately US$0.16 per share. Following completion of the Offering, Enel directly held 57.26% of Enel Américas’ Common Stock.

 

On June 28, 2019, Enel entered into an additional share swap transaction related to Enel Américas’ Common Stock and an additional share swap transaction related to Enel Américas’ ADSs (the “Additional Swap Transactions”) with a financial institution in order to increase its percentage ownership of Enel Américas. On January 28, 2020, Enel and the financial institution amended the Additional Swap Transaction related to Enel Américas’ Common Stock to decrease the number of shares of Enel Américas’ Common Stock that Enel could acquire pursuant to such Additional Swap Transaction and entered into an additional swap transaction (the “Third ADS Swap Transaction”) related to Enel Américas’ ADSs. On March 17, 2020, Enel and the financial institution further amended the Additional Swap Transaction related to Enel Américas’ Common Stock to further decrease the number of shares of Enel Américas’ Common Stock that Enel could acquire pursuant to such Additional Swap Transaction and entered into an additional swap transaction (the “Fourth ADS Swap Transaction”) related to Enel Américas’ ADSs. Pursuant to the Additional Swap Transaction related to Enel Américas’ ADSs, the Additional Swap Transaction related to Enel Américas’ Common Stock, the Third ADS Swap Transaction and the Fourth ADS Swap Transaction, Enel acquired 15,217,262 Enel Américas’ ADSs on March 16, 2020 at a price of approximately US$9.78 per ADS, 2,492,146,691 shares of Enel Américas’ Common Stock on or about April 14, 2020 at a price of 135.02 Chilean pesos (approximately US$0.16) per share, 8,065,149 Enel Américas’ ADSs on or about May 11, 2020 at a price of approximately US$9.20 per ADS and 2,960,966 Enel Américas’ ADSs on or about May 27, 2020 at a price of approximately US$5.96 per ADS, respectively. Following final settlement of the Additional Swap Transaction related to Enel Américas’ ADSs, the Additional Swap Transaction related to Enel Américas’ Common Stock, the Third ADS Swap Transaction and the Fourth ADS Swap Transaction, Enel directly held 62.26% of Enel Américas’ Common Stock.

 

On April 2, 2020, Enel entered into an additional share swap transaction with respect to Enel Américas’ Common Stock (the “Third Share Swap Transaction”) and an additional share swap transaction with respect to Enel Américas’ ADSs (the “Fifth ADS Swap Transaction”) with a financial institution in order to increase its percentage ownership of Enel Américas. On June 3, 2020, Enel and the financial institution: (a) amended the Fifth ADS Swap Transaction to decrease the number of Enel Américas’ ADSs that Enel may acquire pursuant to such Swap Transaction and (b) entered into an additional swap transaction (the “Fourth Share Swap Transaction”) related to Enel Américas’ Common Stock. Pursuant to Third Share Swap Transaction, the Fourth Share Swap Transaction and the Fifth ADS Swap Transaction, Enel acquired 1,249,848,795 shares of Enel Américas’ Common Stock on or about June 10, 2020 at a price of 130.00 Chilean pesos (approximately US$0.17) per share, 182,607,100 shares of Enel Américas’ Common Stock on or about June 19, 2020 at a price of 123.00 Chilean pesos (approximately US$0.15) per share and 13,012,507 Enel Américas’ ADSs on or about August 17, 2020 at a price of approximately US$7.65 per ADS, respectively. Following final settlement of the Third Share Swap Transaction, the Fourth Swap Transaction and the Fifth ADS Swap Transaction, Enel directly holds 65.00% of Enel Américas’ Common Stock and each of the Third Share Swap Transaction, the Fourth Swap Transaction and the Fifth ADS Swap Transaction terminated.

 

Page 5 of 8 Pages

 

The Reporting Person, as majority shareholder of the Issuer, had and continues to have control over the Issuer, both prior to and after the Acquisition, the Reorganization, the Offering, the various swap transactions, the Chilean Merger and the 2021 Tender Offer described above. The Reporting Person intends to review its investment in the Issuer and have discussions with representatives of the Issuer and/or other stockholders of the Issuer and other parties from time to time and, as a result thereof, may at any time and from time to time determine to take any available course of action and may take any steps to implement any such course of action. Such review, discussions, actions or steps may involve one or more of the types of transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D enumerated below, including acquisitions of additional shares of Enel Américas’ Common Stock or ADSs. The Reporting Person specifically reserves the right to propose changes in the board of directors or management of the Issuer, to purchase or sell, or to cause its affiliates to purchase or sell, shares of Enel Américas’ Common Stock or ADSs, to engage in short selling or any hedging or similar transaction with respect to Enel Américas’ Common Stock or ADSs, or to change its intentions with respect to any and all matters referred to in this Item 4, although the Reporting Person does not have any present plans or proposals that would result in a change of control of the Issuer. Any action or actions the Reporting Person might undertake in respect of Enel Américas’ Common Stock and/or ADSs will be dependent upon the Reporting Person’s review of numerous factors, including, among other things, the price level and liquidity of the shares of Enel Américas’ Common Stock and ADSs; general market and economic conditions; ongoing evaluation of the Issuer’s business, financial condition, operations, prospects and strategic alternatives; the relative attractiveness of alternative business and investment opportunities; tax considerations; and other factors and future developments.

 

Except to the extent set forth above, or in any other Item hereof, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the following matters set forth in Item 4 of Schedule 13D:

 

 

 

 

 

 

 

 

 

 

 

The description of the 2021 Tender Offer in this Schedule 13D is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of Enel Américas. When and if the 2021 Tender Offer is commenced, Enel will make available the tender offer materials to the shareholders of Enel Américas and file such materials with the SEC in accordance with applicable U.S. federal securities laws and SEC rules. In that event, shareholders and investors are urged to read the tender offer materials because they will contain important information, including the full details of the 2021 Tender Offer. Shareholders and investors may obtain free copies of the tender offer materials that Enel files with the SEC at the SEC’s website at www.sec.gov and will receive information at an appropriate time on how to obtain tender offer materials for free from Enel Américas. These documents are not currently available, and their availability is subject to the commencement of the 2021 Tender Offer.

 

Items 5(a), 5(b) and 5(c) are hereby amended and restated to read as follows:

 

(a) As of December 17, 2020, Enel Américas had 76,086,311,036 shares of Common Stock outstanding. Enel beneficially owned 49,456,102,073 shares of Enel Américas’ Common Stock, representing 65.00% of the Common Stock of Enel Américas outstanding as of such date.

 

(b) Enel may be deemed to have sole voting and dispositive power with respect to an aggregate of 49,456,102,073 shares of Enel Américas’ Common Stock that it directly owns. The responses of the Reporting Person to Rows (7) through (10) of the cover page of this Statement are incorporated herein by reference.

 

(c) Except as described in this Amendment No. 16, there have been no transactions in shares of Enel Américas’ Common Stock or any securities directly or indirectly convertible into or exchangeable for shares of Enel Américas’ Common Stock, by the Reporting Person, since the date that is 60 days prior to the date of this Amendment No. 16.

 

Item 6 is hereby amended and supplemented by adding the following:

 

The description of the Enel Letter set forth in Item 4 is incorporated herein by reference. A copy of the Enel Letter is filed as Exhibit 1 to this Amendment No. 16.