ENIC Enel Chile SA

SCHEDULE 13D/A

Explanatory Note

This Amendment No. 3 (this “Amendment”) amends and supplements the Statement on Schedule 13D, which was originally filed jointly by the Reporting Person (as defined below), 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 August 12, 2016, as amended or supplemented on September 1, 2017 and March 27, 2018 (together with this Amendment, the “Schedule 13D”), with respect to the shares of Common Stock, no par value (the “Common Stock”), of Enel Chile S.A., a Chilean sociedad anónima formerly known as Enersis Chile S.A. (“Enel Chile,” “Enersis Chile” or the “Issuer”), and American Depositary Shares (“ADSs”) of Enel Chile, each representing 50 shares of Common Stock of Enel Chile, as specifically set forth herein.

Item 2. Identity and Background.

Item 2 is hereby amended and restated in its entirety to read as follows:

This Schedule 13D is being filed by Enel S.p.A, an Italian societá per azioni (“Enel” or the “Reporting Person”).

Enel is a holding company engaged, through subsidiaries and affiliates, in the integrated production, distribution and sale of electricity and gas in approximately 30 countries across 5 continents.

The business addresses of Enel is Viale Regina Margherita 137, 00198 Rome, Italy.

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the directors and executive officers of the Reporting Person is set forth in Schedule A to this Statement on Schedule 13D and is incorporated herein by reference in its entirety.

During the past five years, neither the Reporting Person (and to the knowledge of the Reporting Person, none of its directors and executive officers set forth in Schedule A) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following at the end of the Item:

Item 4 of this Amendment is incorporated herein by reference.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety to read 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 Enersis S.A., a Chilean sociedad anónima, 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 Enersis S.A. 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 Enersis S.A. 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 Enersis S.A. consider and analyze a potential corporate reorganization process involving Enersis S.A. and its subsidiaries 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 “First Reorganization”).

The respective Boards of Directors of Enersis S.A., Endesa Chile and Chilectra determined in November 2015 that the First Reorganization would be in the best interests of their respective companies and the Boards of Enersis S.A., Endesa Chile and Chilectra subsequently determined that the First Reorganization would involve, inter alia, 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. (“Chilectra Americas”), respectively, followed by Enersis S.A. (in turn being renamed Enersis Américas S.A.) 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 (collectively, the “Spin-Offs”).

On December 18, 2015 the shareholders of Enersis S.A., Endesa Chile and Chilectra approved the First Reorganization. As a result of the effectiveness of the Spin-Offs, on March, 1, 2016 Enersis Chile (subsequently renamed Enel Chile) was created, holding, as a consequence of the same Spin-Offs, the Chilean business represented by approximately 60% of Endesa Chile’s (subsequently renamed Enel Generaciòn Chile) share capital and approximately 99% of Chilectra’s (subsequently renamed Enel Distribuciòn Chile) share capital. As a result of the Spin-Offs, EIA and ELA became the direct beneficial owners of 20.3% and 40.32% of Enel Chile Common Stock respectively, and Enel thus became the indirect beneficial owner of 60.62% of Enel Chile Common Stock.

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 Chile to a new Italian company, Enel South America S.r.l. (“ESA”). During 2017, ESA merged into Enel, which resulted in Enel directly holding 60.62% of Enel Chile Common Stock.

On August 25, 2017, Enel Chile announced that its Board of Directors had analyzed a letter from Enel dated August 25, 2017 (the “Enel Letter”). The Enel Letter responded to a letter from Enel Chile dated July 3, 2017, which proposed a potential corporate reorganization process involving Enel Chile, Enel Generación Chile and Enel Green Power Latin America Limitada (“EGPL”), a company indirectly wholly-owned by Enel holding non-conventional renewable energy generation assets in Chile (the “Second Reorganization”). The proposed Second Reorganization involved the following two steps, each of which was conditional on the implementation of the other:

In the Enel Letter, the Reporting Person expressed a favorable view towards the proposed Second Reorganization, but requested the following additional conditions:

Following its review of the Enel Letter, the Board of Directors of Enel Chile, on the same August 25, 2017, resolved to initiate

work, analysis and steps leading to the execution of the proposed Second Reorganization and communicated the details of the Second Reorganization and the Enel Letter to the Board of Directors of Enel Generación Chile. On August 28, 2017, the Board of Directors of Enel Generación Chile unanimously resolved to initiate all work and steps leading to an analysis of the proposed Second Reorganization applicable to Enel Generación Chile.

Having completed all the necessary analyses, on November 14, 2017 the Boards of Directors of both Enel Chile and Enel Generación Chile expressed their unanimous consent to the Second Reorganization and resolved to submit the Second Reorganization to the approval of their respective Shareholders’ Meetings.

On December 20, 2017 the Shareholders’ Meetings of Enel Chile and Enel Generación Chile approved the Second Reorganization, each within the scope of its respective responsibilities.

On March 25, 2018, Enel Chile published in Chile a definitive notice of results of its tender offers for all of the outstanding shares of common stock of Enel Generación Chile, including in the form of ADSs, that were not owned by Enel Chile and its affiliates. The tender offers were accepted by holders of shares equal to approximately 33.6% of the share capital of Enel Generación Chile, thereby enabling Enel Chile to increase its interest in Enel Generación Chile to 93.55% of its share capital. On the same day Enel Chile announced that all of the conditions to the Second Reorganization have been satisfied.

As a result of the merger of EGPL into Enel Chile, which became effective on April 2, 2018, Enel’s beneficial ownership of Enel Chile Common Stock increased from 60.62% to approximately 61.9%.

On December 5, 2019, Enel entered into two Share Swap Transactions (the “Swap Transactions”) with a financial institution in order to increase its percentage ownership of Enel Chile. Pursuant to the Swap Transactions, Enel may acquire up to 1,763,747,209 shares of Enel Chile Common Stock and up to 6,224,990 of Enel Chile ADSs. The amount payable for any shares of Enel Chile Common Stock acquired will be based on the prices at which such financial institution establishes its hedge with respect to the corresponding Swap Transaction, and the amount payable for any Enel Chile ADSs acquired will be based on the volume-weighted average prices of Enel Chile ADSs during the period in which such financial institution establishes its hedge with respect to the corresponding Swap Transaction. Enel’s payment obligations under the Swap Transactions will be funded through internal cash flow generation and existing debt capacity. The Swap Transactions are in line with Enel’s strategic plan previously announced to the markets, which remains focused on the buy-out of minority interests in South America. For additional information regarding the Swap Transactions, see Item 6 below.

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 First Reorganization, the Second Reorganization and the Swap Transactions. 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 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. 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 Chile Common Stock or ADSs, to engage in short selling or any hedging or similar transaction with respect to Enel Chile 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 Chile 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 Chile 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:

Item 5. Interest in Securities of the Issuer.

Paragraphs 5(a), 5(b) and 5(c) of Item 5 are hereby amended and restated in their entirety to read as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and restated to read in its entirety as follows:

On December 5, 2019, Enel entered into two Swap Transactions relating to up to 1,763,747,209 shares of Enel Chile Common Stock and up to 6,224,990 of Enel Chile ADSs, respectively. The Swap Transactions give Enel the right to acquire up to such number of shares of Enel Chile Common Stock (subject to the cash settlement provisions described below) and Enel Chile ADSs, respectively, from the financial institution that is counterparty thereto on dates that are expected to occur no later than the fourth quarter of 2020. The number of shares of Enel Chile Common Stock, if any, and Enel Chile ADSs (in each case, the “Number of Shares”) actually acquired by Enel pursuant to the Swap Transactions will depend on such financial institution’s ability to establish its hedge positions with respect to the Swap Transactions. The amount payable for any shares of Enel Chile Common Stock acquired (the “Common Stock Equity Notional Amount”) will be based on the prices at which such financial institution establishes its hedge with respect to the corresponding Swap Transaction, and the amount payable for any Enel Chile ADSs acquired (the “ADS Equity Notional Amount”) will be based on the volume-weighted average prices of Enel Chile ADSs during the period in which such financial institution establishes its hedge with respect to the corresponding Swap Transaction. Enel will settle the Swap Transaction relating to Enel Chile ADSs by paying the ADS Equity Notional Amount and receiving the Number of Shares from the financial institution. Enel has the right to settle the Swap Transaction relating to Enel Chile Common Stock either by paying the Common Stock Equity Notional Amount and receiving the Number of Shares from the financial institution or by receiving or paying, as the case may be, an amount in cash based on the difference between the Common Stock Equity Notional Amount and the aggregate price at which the financial institution disposes of its hedge with respect to such Swap Transaction (the “Final Equity Notional Amount”). If the Common Stock Equity Notional Amount exceeds the Final Equity Notional Amount, Enel will pay the difference to the financial institution, and if the Final Equity Notional Amount exceeds the Common Stock Equity Notional Amount, the financial institution will pay the difference to Enel.

Even if Enel elects cash settlement of the Swap Transaction relating to Enel Chile Common Stock, it expects to acquire the Number of Shares from the financial institution or from third parties, in each case through one or more transactions on the Santiago Stock Exchange. Prior to settlement, Enel will not have any right to dispose of or vote any shares of Enel Chile Common Stock or Enel Chile ADSs acquired or held by such financial institution as a hedge in connection with the corresponding Swap Transaction.

Except as described above or elsewhere in this Amendment, neither the Reporting Person, nor to its knowledge, any executive officer or director of the Reporting Person, has any other contracts, arrangements, understandings or relationships with any persons with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit 1. Form of Share Swap Transaction Agreement with respect to Enel Chile Common Stock, dated December 5, 2019.

Exhibit 2. Form of Share Swap Transaction Agreement with respect to Enel Chile ADSs, dated December 5, 2019.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Schedule A

Directors and Executive Officers of the Reporting Person

The following table sets forth the name, present principal occupation or employment (and business address) and nationality of each director and executive officer of the Reporting Person.

A. Directors 

B. Executive Officers