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.
SCHEDULE 13D/A
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Enel S.p.A.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
See Item 3
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
44,907,055,101 shares of Common Stock (See Item 5)
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8
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SHARED VOTING POWER
0 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
44,907,055,101 shares of Common Stock (See Item 5)
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10
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SHARED DISPOSITIVE POWER
0 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,907,055,101 shares of Common Stock (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.93% (See Item 5)
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14
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TYPE OF REPORTING PERSON
CO
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Explanatory Note
This Amendment No. 5 (this “Amendment”)
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 August 12, 2016, as amended or supplemented on September
1, 2017, March 27, 2018, December 9, 2019 and March 19, 2020 (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 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:
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i.
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the acquisition of EGPL by Enel Chile through a merger;
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ii.
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the completion of a public tender offer by Enel Chile for all of the outstanding shares of common
stock and ADSs of Enel Generación Chile not already owned by Enel Chile for consideration consisting of a combination of
cash and Enel Chile Common Stock, subject to the conditions that (x) more than 75% of the outstanding shares of Enel Generación
Chile would be held by Enel Chile after the completion of the tender offer and (y) an amendment to Enel Generación Chile’s
bylaws would be approved, resulting in Enel Generación Chile ceasing to be bound by Title XII of Decree No. 3,500 of 1980,
and the limitations to stock ownership and other restrictions would be eliminated from Enel Generación Chile’s bylaws.
Delivery of the stock component of the tender offer consideration would have required a capital increase by Enel Chile.
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In the Enel Letter,
the Reporting Person expressed a favorable view towards the proposed Second Reorganization, but requested the following additional
conditions:
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i.
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the proposed Second Reorganization should be carried out under market conditions considering the
growth perspectives of renewable energy in Chile;
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ii.
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the proposed Second Reorganization should increase the earnings per share of Enel Chile;
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iii.
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after the completion of the proposed Second Reorganization, Enel’s ownership interest in
Enel Chile should be similar to its ownership interest at the time and Enel should at no time lose its controlling shareholder
position and remain within the 65% maximum stock ownership limit set forth in Enel Chile’s bylaws; and
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iv.
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after the completion of the proposed Second Reorganization, Enel Generación Chile should
no longer be subject to Title XII of Decree No. 3,500 of 1980 and the limits to stock ownership and other restrictions should be
eliminated from its bylaws.
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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.
On March 13, 2020, the financial institution
completed establishing its hedge with respect to the Swap Transaction related to Enel Chile ADSs. As a result, the Swap Transaction
related to Enel Chile ADSs will terminate and settle on or about May 13, 2020, pursuant to which Enel will acquire 6,224,990 Enel
Chile ADSs from the financial institution. The amount payable for the Enel Chile ADSs that Enel will acquire will be approximately
US$4.59 per ADS. Enel is considered to have beneficial ownership of the Enel Chile ADSs related to such Swap Transaction and, accordingly,
the shares of Enel Chile’s Common Stock underlying such ADSs are reflected in the amounts shown on the cover page and in
Item 5 below.
On March 17, 2020,
Enel and the financial institution: (a) amended the Swap Transaction related to Enel Chile Common Stock to decrease the number
of shares of Enel Chile Common Stock that Enel may acquire pursuant to such Swap Transaction to up to 1,502,106,759 shares of Enel
Chile Common Stock and (b) entered into an additional swap transaction (the “Second ADS Swap Transaction”) related
to Enel Chile ADSs. Pursuant to the Second ADS Swap Transaction, Enel may acquire up to 5,232,809 of Enel Chile ADSs. 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 Second ADS Swap Transaction. Enel’s payment
obligations under the Second ADS Swap Transaction will be funded through internal cash flow generation and existing debt capacity.
The Second ADS Swap Transaction is 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 Second ADS Swap Transaction,
see Item 6 below.
On April 27, 2020,
the financial institution completed establishing its hedge with respect to the Swap Transaction related to Enel Chile Common Stock.
On May 5, 2020, Enel elected to settle the Swap Transaction related to Enel Chile Common Stock through an auctioneer auction (remate
martillero) or an electronic auction on the Santiago Stock Exchange. The auction took place on May 8, 2020. As the highest
bidder in the auction, Enel will receive 1,502,106,759 shares of Enel Chile Common Stock on or about May 13, 2020. The amount payable
for the shares of Enel Chile Common Stock will be 63.10 Chilean pesos per share (approximately US$0.08 per share). The Swap Transaction
related to Enel Chile Common Stock will terminate following settlement of the shares of Enel Chile Common Stock.
On May 4, 2020, the
financial institution completed establishing its hedge with respect to the Second ADS Swap Transaction. As a result, the Second
ADS Swap Transaction will terminate and settle on or about July 6, 2020, pursuant to which Enel will acquire 5,232,809 Enel Chile
ADSs from the financial institution. The amount payable for the Enel Chile ADSs that Enel will acquire will be approximately US$3.61
per ADS. Enel is considered to have beneficial ownership of the Enel Chile ADSs related to the Second ADS Swap Transaction and,
accordingly, the shares of Enel Chile’s Common Stock underlying such ADSs are reflected in the amounts shown on the cover
page and in Item 5 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, the Swap Transactions and the Second ADS Swap Transaction. 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:
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(a)
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The acquisition or disposition by any person of additional securities of the Issuer;
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(b)
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An extraordinary corporate transaction involving the Issuer or any of its subsidiaries such as
a merger, reorganization, or liquidation;
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(c)
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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Any change in the present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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Any other material change in the Issuer’s business or corporate structure;
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(g)
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Changes in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person;
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(h)
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Causing a class of securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Issuer becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
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(j)
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Any action similar to any of those enumerated above.
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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:
(a) As
of May 8, 2020, Enel Chile had 69,166,557,220 shares of Common Stock outstanding. The Reporting Person beneficially owned 44,907,055,101
shares of Common Stock of Enel Chile, representing approximately 64.93 %of the total outstanding Common Stock of Enel Chile, as
of such date.
(b) The
Reporting Person may be deemed to have sole voting and dispositive power with respect to an aggregate of 44,907,055,101 shares
of Common Stock of Enel Chile that it directly owns. The responses of the Reporting Person to Rows (7) through (10) of the cover
page of this Schedule 13D are incorporated herein by reference.
(c) Except
as described in this Amendment, there have been no transactions in shares of Common Stock of Enel Chile or any securities directly
or indirectly convertible into or exchangeable for shares of Common Stock of Enel Chile, by the Reporting Person, since the date
that is 60 days prior to the date of this Amendment.
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. On March 17, 2020, Enel and the financial institution: (a) amended the Swap Transaction related
to Enel Chile Common Stock to decrease the number of shares of Enel Chile Common Stock that Enel may acquire pursuant to such Swap
Transaction to up to 1,502,106,759 shares of Enel Chile Common Stock and (b) entered into the Second ADS Swap Transaction. Pursuant
to the Second ADS Swap Transaction, Enel may acquire up to 5,232,809 of Enel Chile ADSs.
The Swap Transactions and the Second ADS Swap Transaction 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, as applicable, from the financial institution that is counterparty thereto on dates that are expected to occur no later than
the end of 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 and the Second ADS Swap
Transaction, as applicable, will depend on such financial institution’s ability to establish its hedge positions with respect
to the Swap Transactions and the Second ADS Swap Transaction, as applicable. 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 Swap Transaction related to Enel Chile Common Stock, 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 Swap Transaction related to Enel Chile ADSs and the
Second ADS Swap Transaction, as applicable.
Enel will settle the
Swap Transaction relating to Enel Chile ADSs and the Second ADS Swap Transaction, as applicable, 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.
On March 13, 2020,
the financial institution completed establishing its hedge with respect to the Swap Transaction related to Enel Chile ADSs. As
a result, the Swap Transaction related to Enel Chile ADSs will terminate and settle on or about May 13, 2020, pursuant to which
Enel will acquire 6,224,990 Enel Chile ADSs from the financial institution. The amount payable for the Enel Chile ADSs that Enel
will acquire will be approximately US$4.59 per ADS. Enel is considered to have beneficial ownership of the Enel Chile ADSs related
to such Swap Transaction and, accordingly, the shares of Enel Chile’s Common Stock underlying such ADSs are reflected in
the amounts shown on the cover page and in Item 5 above.
On April 27, 2020,
the financial institution completed establishing its hedge with respect to the Swap Transaction related to Enel Chile Common Stock.
On May 5, 2020, Enel elected to settle the Swap Transaction related to Enel Chile Common Stock through an auctioneer auction (remate
martillero) or an electronic auction on the Santiago Stock Exchange. The auction took place on May 8, 2020. As the highest
bidder in the auction, Enel will receive 1,502,106,759 shares of Enel Chile Common Stock on or about May 13, 2020. The amount payable
for the shares of Enel Chile Common Stock will be 63.10 Chilean pesos per share (approximately US$0.08 per share). The Swap Transaction
related to Enel Chile Common Stock will terminate following settlement of the shares of Enel Chile Common Stock.
On May 4, 2020, the
financial institution completed establishing its hedge with respect to the Second ADS Swap Transaction. As a result, the Second
ADS Swap Transaction will terminate and settle on or about July 6, 2020, pursuant to which Enel will acquire 5,232,809 Enel Chile
ADSs from the financial institution. The amount payable for the Enel Chile ADSs that Enel will acquire will be approximately US$3.61
per ADS. Enel is considered to have beneficial ownership of the Enel Chile ADSs related to the Second ADS Swap Transaction and,
accordingly, the shares of Enel Chile’s Common Stock underlying such ADSs are reflected in the amounts shown on the cover
page and in Item 5 above.
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 either Swap Transaction or the Second ADS Swap Transaction, as applicable.
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.
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.
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Dated: May 12, 2020
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ENEL S.p.A.
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By:
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/s/ Joaquin Valcarcel Martinez
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Name:
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Joaquin Valcarcel Martinez
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Title:
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Head of M&A Legal Affairs and Litigations
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