Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No.1

to

SCHEDULE TO

(Rule 14d-100)

 

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(3)

of the Securities Exchange Act of 1934

 

 

ENDESA AMÉRICAS S.A.

(Name of Subject Company (Issuer))

 

 

ENERSIS AMÉRICAS S.A.

ENEL S.p.A.

ENEL IBEROAMÉRICA, S.R.L.

ENEL LATINOAMÉRICA, S.A.

(Name of Filing Persons (Offeror))

 

 

American Depositary Shares (ADS) each representing

30 shares of Common Stock, no par value

(Title of Class of Securities)

29261D 104

(CUSIP Number of Class of Securities)

 

 

Common Stock, no par value

(Title of Class of Securities)

N/A

(CUSIP Number of Class of Securities)

 

 

Javier Galán

Enersis Américas S.A.

Santa Rosa 76

Santiago, Chile

+(562) 2353-4510

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

With copies to:

J. Allen Miller, Esq.

Sey-Hyo Lee, Esq.

Chadbourne & Parke LLP

1301 Avenue of the Americas

New York, New York 10019

(212) 408-5100

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation(1)		Amount of filing fee(2)
US$241,367,000		US$24,306

(1)

Estimated solely for purposes of calculating the filing fee. The transaction valuation is calculated as the product of (x) 541,602,343 (which is the sum of the number of Endesa Américas S.A. shares of common stock (Shares) represented by American Depositary Shares, each representing 30 Shares, and an estimate of the maximum number of Shares held by U.S. holders) times (y) the purchase price of Ch$300 per Share, in cash, converted to U.S. dollars using an exchange rate of Ch$673.17 to US$1.00, the Observed Exchange Rate (as defined in the Offer to Purchase) as of August 31, 2016.

(2)	The amount of the filing fee has been calculated in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, as amended (the transaction valuation times the current fee rate of .0001007).

 

x	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: $24,306		Filing Party: Enersis Américas S.A.
Form or Registration No.: Schedule TO		Date Filed: September 2, 2016

 

¨	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:

 

x

third-party tender offer subject to Rule 14d-l.

¨

issuer tender offer subject to Rule 13e-4.

x

going-private transaction subject to Rule 13e-3.

x

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)

x

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

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As permitted by General Instruction G to Schedule TO, this Amendment No. 1 to Schedule TO is also an amendment to the statement on Schedule 13D filed on September 2, 2016. References to Item 3 and Item 5 in the tables below refer to Item 3 and Item 5 of Schedule 13D filed on August 12, 2016.

 

CUSIP No. 29261D104

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS   Enel S.p.A.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   N/A (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 (See Item 5)
				8		SHARED VOTING POWER   4,919,488,794 shares of Common Stock (See Item 5)
				9		SOLE DISPOSITIVE POWER   0 (See Item 5)
				10		SHARED DISPOSITIVE POWER   4,919,488,794 shares of Common Stock (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,919,488,794 shares of Common Stock (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   59.98% (See Item 5)
14		TYPE OF REPORTING PERSON   CO

 

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CUSIP No. 29261D104

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS   Enel Iberoamérica, S.R.L.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   N/A (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 (See Item 5)
				8		SHARED VOTING POWER   4,919,488,794 shares of Common Stock (See Item 5)
				9		SOLE DISPOSITIVE POWER   0 (See Item 5)
				10		SHARED DISPOSITIVE POWER   4,919,488,794 shares of Common Stock (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,919,488,794 shares of Common Stock (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   59.98% (See Item 5)
14		TYPE OF REPORTING PERSON   CO

 

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CUSIP No. 29261D104

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS   Enel Latinoamérica, S.A.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   N/A (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 (See Item 5)
				8		SHARED VOTING POWER   4,919,488,794 shares of Common Stock (See Item 5)
				9		SOLE DISPOSITIVE POWER   0 (See Item 5)
				10		SHARED DISPOSITIVE POWER   4,919,488,794 shares of Common Stock (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,919,488,794 shares of Common Stock (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   59.98% (See Item 5)
14		TYPE OF REPORTING PERSON   CO

 

4

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CUSIP No. 29261D104

 

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS   Enersis Américas S.A.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   N/A (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Chile
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 (See Item 5)
				8		SHARED VOTING POWER   4,919,488,794 shares of Common Stock (See Item 5)
				9		SOLE DISPOSITIVE POWER   0 (See Item 5)
				10		SHARED DISPOSITIVE POWER   4,919,488,794 shares of Common Stock (See Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,919,488,794 shares of Common Stock (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   59.98% (See Item 5)
14		TYPE OF REPORTING PERSON   CO

 

5

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INTRODUCTION

This Amendment No. 1 to the combined Schedule TO and Schedule 13E-3 under cover of Schedule TO (this Schedule TO) relates to the offer (the U.S. Offer) by Enersis Américas S.A. (Enersis Américas), a Chilean publicly held limited liability stock corporation, to purchase:

 

(i)

all of the issued and outstanding shares of common stock, no par value (collectively the Shares and each a Share), of Endesa Américas S.A. (Endesa Américas) that are held by holders resident in the United States, and

 

(ii)

all of the outstanding American Depositary Shares (collectively the ADSs and each an ADS), of Endesa Américas, each representing thirty (30) Shares of Endesa Américas, from all holders, wherever located,

for Ch$300 per Share, and Ch$9,000 per ADS, in each case, in cash, without interest, payable in U.S. dollars, and less the amount of any fees, expenses and withholding taxes that may be applicable, upon the terms set forth in the Offer to Purchase, dated as of September 14, 2016, and any amendments or supplements thereto (the Offer to Purchase), and in the related Form of Acceptance Letter and ADS Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively.

Simultaneously with the U.S. Offer, Enersis Américas is making an offer in accordance with the tender offer rules of the Republic of Chile to purchase all of the outstanding Shares from all holders of Shares, wherever located, (the Chilean Offer, and together with the U.S. Offer, the Offers) for the same price and on substantially the same terms as the Shares to be purchased pursuant to the U.S. Offer.

This Schedule TO is filed on behalf of Enersis Américas, Enel S.p.A., an Italian publicly held stock corporation, and its subsidiaries, Enel Iberoamérica, S.R.L., a Spanish limited liability corporation, Enel Latinoamérica, S.A., a Spanish corporation, which are affiliates of Endesa Américas, the subject company. The information set forth in the Offer to Purchase, including all exhibits thereto, is expressly incorporated herein by reference in response to all of the items of this Schedule TO, including, without limitation, all of the information required by Schedule 13E-3, except as otherwise set forth below.

 

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Item 1.

Summary Term Sheet

The information set forth in the section of the Offer to Purchase entitled Summary Term Sheet is incorporated herein by reference.

 

Item 2.

Subject Company Information

 

(a)

The name of the subject company and issuer of the securities in the U.S. Offer is Endesa Américas, a Chilean publicly held limited liability stock corporation (sociedad anónima). Its principal executive office is located at Santa Rosa 76, 15th floor, Santiago, Chile, and its telephone number is +562 2630-9000.

 

(b)

This Schedule TO relates to the Shares and ADSs of Endesa Américas. As of September 13, 2016, there were 8,201,754,580 issued and outstanding Shares of Endesa Américas, including 225,860,670 Shares underlying 7,528,629 issued and outstanding ADSs.

 

(c)

The information set forth in the section of the Offer to Purchase entitled The U.S. Offer Section 7. Price Range of Shares and ADSs; Dividends is incorporated herein by reference.

 

Item 3.

Identity and Background of Filing Person

(a)  (c)  This Schedule TO is filed by Enersis Américas, Enel S.p.A., Enel Iberoamérica, S.R.L., Enel Latinoamérica, S.A. and Endesa Américas. The information set forth in the sections of the Offer to Purchase entitled The U.S. Offer Section 9. Information Concerning the Enel Filing Persons, The U.S. Offer Section 8. Information Concerning Endesa Américas and Annex A Directors and Executive Officers of Endesa Américas S.A. and the Filing Persons is incorporated herein by reference.

 

Item 4.

Terms of the Transaction

The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, Special Factors Section 1. Background of the Transactions, Special Factors Section 6. Appraisal Rights or Statutory Dissenters Withdrawal Rights, Special Factors Section 11. Material U.S. Federal Income Tax Consequences, The U.S. Offer Section 1. Terms of the U.S. Offer, The U.S. Offer Section 2. Acceptance for Payment, The U.S. Offer Section 3. Procedures for Accepting the U.S. Offer Holders of Shares, The U.S. Offer Section 4. Procedures for Accepting the U.S. Offer Holders of ADSs, The U.S. Offer Section 5. Tender Withdrawal Rights, The U.S. Offer Section 12. Conditions of the U.S. Offer, and The U.S. Offer Section 14. Extension of the U.S. Offer; Termination; Amendment as well as other information regarding the U.S. Offer contained in the Offer to Purchase is incorporated herein by reference.

 

Item 5.

Past Contacts, Transactions, Negotiations and Agreements

(a) and (b) The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, Special Factors Section 1. Background of the Transactions, and Special Factors Section 10. Related Party Transactions is incorporated herein by reference.

 

Item 6.

Purposes of the Transaction and Plans or Proposals

(a) and (c)(1), (47) The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, Special Factors Section 1. Background of the Transactions, Special Factors Section 3. Purposes of and Reasons for the Offers, Special Factors Section 5. Certain Effects of the Offers and Special Factors Section 4. Plan After the Offers is incorporated herein by reference.

 

(c) (23)

Not applicable.

Item 7.    Source and Amount of Funds or Other Consideration

 

(a)

The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet and The U.S. Offer Section 10. Source and Amount of Funds is incorporated herein by reference.

(b) and (d) Not applicable.

 

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Item 8.

Interest in Securities of the Subject Company

The information set forth in the sections of the Offer to Purchase entitled Special Factors Section 1. Background of the Transactions, Special Factors Section 8. Interests of Directors and Executive Officers, and The U.S. Offer Section 9. Information Concerning the Enel Filing Persons 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 Section 15. Fees and Expenses is incorporated herein by reference.

 

(b)

None.

 

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 Section 13. 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 Section 13. Certain Legal Matters; Regulatory Approvals is incorporated herein by reference.
(a)(4)		Not applicable.
(a)(5)		Not applicable.
(c)		Not applicable.

 

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Item 12.

Exhibits

 

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated as of September 14, 2016.
(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)		Form of ADS Notice of Guaranteed Delivery.
(a)(1)(I)		English translation of Chilean Prospectus (Prospecto).
(a)(1)(J)		Summary Advertisement, published in the New York Times on September 14, 2016.
(c)(1)(A)		Report of Asesorías Tyndall SpA (formerly known as Asesorías Tyndall Limitada), dated August 5, 2016 (incorporated by reference to Annex F from the Registration Statement on Form F-4, as amended, filed by Enersis Américas (Registration No. 333-211405) (the joint information statement/prospectus)).
(c)(1)(B)		Presentation materials of Asesorías Tyndall Limitada, dated July 27, 2016 (incorporated by reference to Exhibit (c)(4)(B) from Schedule 13E-3, as amended, filed by Enersis Américas (File No. 005-89569) (the Schedule 13E-3)).
(c)(1)(C)		Presentation materials of Asesorías Tyndall Limitada, dated June 29, 2016 (incorporated by reference to Exhibit (c)(4)(C) from the Schedule 13E-3).

 

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Item 13.

Information Required By Schedule 13E-3

 

Item 2.

Subject Company Information

 

(d)

The information set forth in the section of the Offer to Purchase entitled The U.S. Offer Section 7. Price Range of Shares and ADSs; Dividends is incorporated herein by reference.

 

(e)

Not applicable.

 

(f)

Not applicable.

 

Item 4.

Terms of the Transaction

 

(a)

The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, Special Factors Section 1. Background of the Transactions, Special Factors Section 6. Appraisal Rights or Statutory Dissenters Withdrawal Rights, Special Factors Section 11. Material U.S. Federal Income Tax Consequences, The U.S. Offer Section 1. Terms of the U.S. Offer, The U.S. Offer Section 2. Acceptance for Payment, The U.S. Offer Section 3. Procedures for Accepting the U.S. Offer Holders of Shares, The U.S. Offer Section 4. Procedures for Accepting the U.S. Offer Holders of ADSs, The U.S. Offer Section 5. Tender Withdrawal Rights, The U.S. Offer Section 12. Conditions of the U.S. Offer, and The U.S. Offer Section 14. Extension of the U.S. Offer; Termination; Amendment, as well as other information regarding the U.S. Offer contained in the Offer to Purchase is incorporated herein by reference.

 

(c)

Not applicable.

 

(d)

The information set forth in the sections of the Offer to Purchase entitled Special Factors Section 3. Purposes of and Reasons for the Offer, Special Factors Section 4. Plan After the Offers, Special Factors Section 6. Appraisal Rights or Statutory Dissenters Withdrawal Rights, as well as other information regarding the Offers contained in the Offer to Purchase is incorporated herein by reference.

 

(e)

None.

 

(f)

Not applicable.

 

Item 5.

Past Contacts, Transactions, Negotiations and Agreements

 

(c)

The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, Special Factors Section 1. Background of the Transactions, and Special Factors Section 10. Related Party Transactions is incorporated herein by reference.

 

(e)

The information set forth in the sections of the Offer to Purchase entitled Special Factors Section 9. Transactions and Arrangements Concerning the Shares and ADSs, and Special Factors Section 5. Certain Effects of the Offers is incorporated herein by reference.

 

Item 6.

Purposes of the Transaction and Plans or Proposals

 

(b)

The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, Special Factors Section 3. Purposes of and Reasons for the Offers, Special Factors Section 5. Certain Effects of the Offers and The U.S. Offer Section 11. Effect of the Offers on the Market for the Shares and ADSs; Exchange Act Registration is incorporated herein by reference.

(c)(8) The information set forth in the sections of the Offer to Purchase entitled Special Factors Section 4. Plan After the Offers, and The U.S. Offer Section 11. Effect of the Offers on the Market for the Shares and ADSs; Exchange Act Registration is incorporated herein by reference.

 

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Item 7.

Purposes, Alternatives, Reasons and Effects

(a) (c) The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, Special Factors Section 1. Background of the Transactions and Special Factors Section 3. Purposes of and Reasons for the Offers is incorporated herein by reference.

 

(d)

The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, Special Factors Section 5. Certain Effects of the Offers, The U.S. Offer Section 11. Effects of the Offers on the Market for the Shares and ADSs; Exchange Act Registration, Special Factors Section 11. Material U.S. Federal Income Tax Consequences and The U.S. Offer Section 6. Tax Consequences is incorporated herein by reference.

 

Item 8.

Fairness of the Transaction

The information set forth in the sections of the Offer to Purchase entitled Questions and Answers, Introduction and Special Factors Section 2. Fairness of the Offers, the Merger and the Statutory Merger Dissenters Withdrawal Rights and Summary of Report of Independent Valuator of Endesa Américas is incorporated herein by reference.

 

Item 9.

Reports, Opinions, Appraisals and Negotiations

(a)  (b)  The information set forth in the section of the Offer to Purchase entitled Special Factors Section 2. Fairness of the Offers, the Merger and the Statutory Merger Dissenters Withdrawal Rights and Summary of Report of Independent Valuator of Endesa Américas is incorporated herein by reference.

 

(c)

The reports and presentation materials referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Endesa Américas during its regular business hours by any interested equity security holder of Endesa Américas or representative who has been designated in writing.

 

Item 10.

Source and Amounts of Funds or Other Consideration

 

(c)

The information set forth in the sections of the Offer to Purchase entitled Summary Term Sheet, The U.S. Offer Section 10. Source and Amount of Funds and The U.S. Offer Section 15. Fees and Expenses is incorporated herein by reference.

 

Item 11.

Interest in Securities

The information set forth in the sections of the Offer to Purchase entitled Special Factors Section 1. Background of the Transactions, Special Factors Section 8. Interests of Directors and Executive Officers, The U.S. Offer Section 8. Information Concerning Endesa Américas and The U.S. Offer Section 9. Information Concerning the Enel Filing Persons is incorporated herein by reference.

 

Item 12.

The Solicitation or Recommendation

 

(d) and (e)

The information set forth in the section of the Offer to Purchase entitled Special Factors Section 2. Fairness of the Offers, the Merger and the Statutory Merger Dissenters Withdrawal Rights and Summary of Report of Independent Valuator of Endesa Américas is incorporated herein by reference.

 

Item 13.

Financial Statements

 

(a)

The audited financial statements of Endesa Américas S.A. as of and for the three-year period ended December 31, 2015, which Endesa Américas S.A.s certified public accountants have audited, are hereby expressly incorporated herein by reference to Item 18 of Endesa Américas S.A.s Annual Report on Form 20-F for the fiscal year ended December 31, 2015. The Annual Report on Form 20-F for the fiscal year ended December 31, 2015 was filed with the U.S. Securities and Exchange Commission (the Commission) on April 29, 2016. The financial statements are presented in Chilean pesos and are prepared in accordance with IFRS, as issued by the IASB.

 

(b)

Not material.

 

Item 15.

Additional Information

 

(b)

Not applicable.

 

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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: September 14, 2016

 

 

 

 

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EXHIBIT INDEX

 

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated as of September 14, 2016.
(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)		Form of ADS Notice of Guaranteed Delivery.
(a)(1)(I)		English translation of Chilean Prospectus (Prospecto).
(a)(1)(J)		Summary Advertisement, published in the New York Times on September 14, 2016.
(c)(1)(A)		Report of Asesorías Tyndall SpA (formerly known as Asesorías Tyndall Limitada), dated August 5, 2016 (incorporated by reference to Annex F from the Registration Statement on Form F-4, as amended, filed by Enersis Américas (Registration No. 333-211405) (the joint information statement/prospectus)).
(c)(1)(B)		Presentation materials of Asesorías Tyndall Limitada, dated July 27, 2016 (incorporated by reference to Exhibit (c)(4)(B) from Schedule 13E-3, as amended, filed by Enersis Américas (File No. 005-89569) (the Schedule 13E-3)).
(c)(1)(C)		Presentation materials of Asesorías Tyndall Limitada, dated June 29, 2016 (incorporated by reference to Exhibit (c)(4)(C) from the Schedule 13E-3).