Filing Details
- Accession Number:
- 0001104659-21-026270
- Form Type:
- 13D Filing
- Publication Date:
- 2021-02-22 17:30:09
- Filed By:
- Enel Societa Per Azioni
- Company:
- Enel Americas S.a. (NYSE:ENIA)
- Filing Date:
- 2021-02-22
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Enel S.p.A | 0 | 49,456,102,073 | 0 | 49,456,102,073 | 49,456,102,073 | 65.0% |
Filing
CALCULATION OF FILING FEE
| | Transaction Valuation(1) | | | Amount of filing fee(2) | |
| | U.S.$1,479,908,243 | | | U.S.$161,458 | |
(1)
Estimated solely for purposes of calculating the filing fee. The Transaction Valuation was calculated assuming the purchase of 7,608,631,104 shares of common stock, no par value (the “Shares”) of Enel Américas S.A. (including Shares represented by American Depositary Shares, each representing fifty (50) Shares (the “ADSs”)), the maximum number of Shares subject to the offer, at a purchase price of Ch$140 per Share in cash and Ch$7,000 per ADS in cash, in each case payable in U.S. dollars. The Transaction Valuation was calculated in Chilean pesos and converted into U.S. dollars using the U.S. dollar observed exchange rate of Ch$719.78 per U.S.$1.00 reported by Chilean Central Bank for February 18, 2021.
(2)
The amount of the filing fee has been calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2021, by multiplying the Transaction Valuation by 0.0001091.
☐
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| | Amount Previously Paid: Not Applicable | | | Filing Party: Not Applicable | |
| | Form or Registration No.: Not Applicable | | | Date Filed: Not Applicable | |
☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒
third-party tender offer subject to Rule 14d-l.
☐
issuer tender offer subject to Rule 13e-4.
☐
going-private transaction subject to Rule 13e-3.
☒
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☒
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
Item 6. Purposes of the Transaction and Plans or Proposals
(a)
and (c)(1), (3), (5) The information set forth in the sections of the Offer to Purchase entitled “Special Factors — Background of the Offers,” “Special Factors — Purpose of and Reasons for the Offers” and “Special Factors — Certain Effects of the Offers” is incorporated herein by reference.
(c)(2), (4), (6)-(7) Not applicable.
Item 7. Source and Amount of Funds or Other Consideration
(a)
The information set forth in the section of the Offer to Purchase entitled “The U.S. Offer — Source and Amount of Funds” is incorporated herein by reference.
(b)
and (d) Not applicable.
Item 8. Interest in Securities of the Subject Company
(a)
The information set forth in the sections of the Offer to Purchase entitled “Special Factors — Background of the Offers,” “Special Factors — Interests of Directors and Executive Officers,” “The U.S. Offer — Certain Information Concerning Enel S.p.A.” is incorporated herein by reference.
(b)
The information set forth in the section of the Offer to Purchase entitled “Special Factors — Background of the Offers” is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used
(a)
The information set forth in the section of the Offer to Purchase entitled “The U.S. Offer — Fees and Expenses” is incorporated herein by reference.
Item 10. Financial Statements
(a)
Not applicable.
(b)
Not applicable.
Item 11. Additional Information
(a)
(1) Not applicable.
(a)
(2) The information set forth in the section of the Offer to Purchase entitled “The U.S. Offer — Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(a)
(3) The information set forth in the section of the Offer to Purchase entitled “The U.S. Offer — Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(a)
(4) Not applicable.
(a)
(5) Not applicable.
(c)
The information set forth in the Offer to Purchase, including all annexes thereto, the Form of Acceptance and the ADS Letter of Transmittal is incorporated herein by reference.
Item 12. Exhibits
| Exhibit No. | | | Description | |
| (a)(1)(A) | | | Offer to Purchase, dated as of , 2021. | |
| (a)(1)(B)* | | | Form of Acceptance | |
5
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 22, 2021
Enel S.p.A.
By:
/s/ Alberto De Paoli
Name: Alberto De Paoli
Title: Head of Administration, Finance and Control
Title: Head of Administration, Finance and Control
EXHIBIT INDEX
| | Exhibit No. | | | Description | |
| | (a)(1)(A) | | | | |
| | (a)(1)(B)* | | | Form of Acceptance | |
| | (a)(1)(C)* | | | Form of ADS Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Enclosed Form W-9). | |
| | (a)(1)(D)* | | | Form of ADS Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| | (a)(1)(E)* | | | Form of Shares Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| | (a)(1)(F)* | | | Form of ADS Letter to Clients. | |
| | (a)(1)(G)* | | | Form of Shares Letter to Clients. | |
| | (a)(1)(H)* | | | English Translation of Chilean Prospectus (Prospecto). | |
| | (a)(1)(I)* | | | Summary Advertisement Published on , 2021. | |
*
To be filed by amendment.