Enel Chile instructs Carey, Winston on $2.7bn exchange offer
Winston & Strawn and Carey advised Enel Chile on its corporate reorganization and exchange offer/tender offer, a cross-border preemptive rights offering and a related party merger.
Enel Chile is one of the country´s largest companies and is listed in the New York Stock Exchange. It is a subsidiary of Enel, the Italy-based electricity and utility services multinational.
The reorganization, which was announced in August 2017 and completed in April 2018, spanned two jurisdictions. It included the merger of Enel Green Power Latin América with Enel Chile, a simultaneous SEC-registered exchange offer in the US and a Chilean tender offer by Enel Chile for all outstanding shares and American Depositary Shares (ADSs) of Enel Generación Chile, its NYSE-listed affiliate, valued at $2.7 billion. Additionally, it included a capital increase by Enel Chile in connection with the tender offer, which also involved a related SEC-registered cross-border preemptive rights offering.
Additional, the company entered into a $2 billion dual currency international credit agreement with a syndicate of international and Chilean banks to finance the cash portion of the exchange offer/tender offer consideration.
The team at Winston advised on the structuring and implementation of the reorganization. The interrelated transactions involved extensive coordination of US and Chilean securities laws, including compliance with the SEC’s going-private transaction and tender offer rules and Chilean related party transaction and tender offer rules.
Partners Allen Miller and Sey-Hyo Lee led the Winston team advising the company on US legal matters. The team also included partner Claude Serfilippi who advised on the international credit agreement as well as partners Edmund Cohen and Soyun Park who provided tax counsel for the transaction.
Carey provided Chilean counsel for Enel with partners Jorge Carey, Alfonso Silva and Salvador Valdés at the helm.
It was reported that Cariola Diez Perez-Cotapos advised Enel Generación while Garrigues acted for Enel Green Power Latin America.
