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Information Statement Enersis Chile S.A

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Information Statement Enersis Chile S.A INFORMATION STATEMENT ENERSIS CHILE S.A. Shares of Common Stock American Depositary Shares This information statement is being furnished to shareholders of Enersis Américas S.A. (formerly Enersis S.A.), or Enersis, in connection with the “división”, or “demerger”, under Chilean corporate law, of Enersis, which involves (i) the separation of the non-Chilean electricity generation and distribution businesses and assets of Enersis, (ii) the creation of Enersis Chile S.A., as part of the demerger, and (iii) the distribution by Enersis to its shareholders of all outstanding shares of common stock of Enersis Chile. The transactions described above are referred to collectively, as the “Spin-Off”. Following the Spin-Off, Enersis Chile will own and operate the Chilean electricity generation and distribution businesses and assets of Enersis. Enersis shareholders approved the Spin-Off at an Extraordinary Shareholders Meeting held on December 18, 2015. Enersis shareholders will not be required (i) to pay for the shares of Enersis Chile common stock to be received by them in the Spin-Off, (ii) to surrender or exchange shares of Enersis common stock in order to receive Enersis Chile common stock, or (iii) to take any other action in connection with the Spin-Off. There is currently no trading market for Enersis Chile common stock. Enersis Chile will apply to list the common stock on the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaíso Stock Exchange (collectively, the “Chilean Stock Exchanges”) and American Depositary Shares (“ADSs”), representing shares of Enersis Chile common stock, on the New York Stock Exchange. Each holder of record of Enersis common stock as of April 14, 2016, will have the right to receive one share of Enersis Chile common stock for each share of Enersis common stock held. Each holder of record of ADSs of Enersis as of April 14, 2016, will have the right to receive one ADS of Enersis Chile for each ADS of Enersis held. In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 23. Enersis Chile and shares of Enersis Chile common stock are being registered with the Chilean Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros, or the SVS). The SVS has not approved or disapproved of the securities (including in the form of ADSs), or determined if this information statement or any Spanish language document(s) that will be used in Chile are truthful or complete. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense. This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities. The date of this information statement is March 31, 2016. Enersis Chile’s Simplified Organizational Structure After Giving Effect to the Spin-Off(1) As of September 30, 2015 100% ENEL ENEL IBEROAMÉRICA(2) 100% ENEL LATINOAMÉRICA 40.3% 20.3% ENERSIS CHILE Generation Distribution Chilectra Chile Endesa Chile 99.1% 60.0% Celta 61.5% Pehuenche 55.6% GasAtacama 60.7% (1) Only principal operating combined entities are presented here. The percentage listed for each of our combined entities represents our post-Spin-Off economic interest in such combined entity. (2) Certain organizational charts contained in this information statement do not show Enel Latinoamérica because it is a wholly-owned subsidiary of Enel and Enel Iberoamérica. TABLE OF CONTENTS Page Glossary .............................................................................. 1 Introduction ............................................................................ 5 Summary of the Spin-Off ................................................................. 12 Presentation of Information ............................................................... 14 Forward-Looking Statements .............................................................. 17 PART I Item 1. Identity of Directors, Senior Management and Advisers ............................ 18 Item 2. Offer Statistics and Expected Timetable ........................................ 18 Item 3. Key Information ........................................................... 18 Item 4. Information on the Company ................................................. 34 Item 4A. Unresolved Staff Comments ................................................. 68 Item 5. Operating and Financial Review and Prospects ................................... 68 Item 6. Directors, Senior Management and Employees ................................... 95 Item 7. Major Shareholders and Related Party Transactions ............................... 106 Item 8. Financial Information ....................................................... 108 Item 9. The Offer and Listing ....................................................... 116 Item 10. Additional Information ..................................................... 122 Item 11. Quantitative and Qualitative Disclosures About Market Risk ........................ 141 Item 12. Description of Securities Other Than Equity Securities ............................ 147 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies ................................ 156 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds .......... 156 Item 15. Controls and Procedures .................................................... 156 Item 16. Reserved ................................................................. 156 Item 16A. Audit Committee Financial Expert ............................................ 156 Item 16B. Code of Ethics ............................................................ 156 Item 16C. Principal Accountant Fees and Services ........................................ 156 Item 16D. Exemptions from the Listing Standards for Audit Committees ....................... 156 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers ................ 156 Item 16F. Change in Registrant’s Certifying Accountant ................................... 156 Item 16G. Corporate Governance ...................................................... 156 Item 16H. Mine Safety Disclosure ..................................................... 156 PART III Item 17. Financial Statements ....................................................... 157 Item 18. Financial Statements ....................................................... 157 [THIS PAGE INTENTIONALLY LEFT BLANK] GLOSSARY AFP.................... Administradora de Fondos de A legal entity that manages a Chilean Pensiones pension fund. CDEC .................. Centro de Despacho Económico de Autonomous entity in two Chilean electric Carga systems in charge of coordinating the efficient operation and dispatch of generation units to satisfy demand. Celta ................... Compañía Eléctrica Tarapacá S.A. Chilean generation subsidiary of Endesa Chile that operates plants in the SING and SIC. Celta merged with Endesa Eco in November 2013 and currently operates several plants in northern Chile including Pangue, San Isidro, and those previously held by Endesa Eco. Chilean Stock Exchanges . Chilean Stock Exchanges The three principal stock exchanges located within Chile: the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaíso Stock Exchange. Chilectra Américas ........ Chilectra Américas S.A. A newly formed electricity company to be spun-off by Chilectra to hold minority interests in Argentina, Brazil, Colombia and Peru. Chilectra Chile ........... Chilectra S.A. Chilean electricity distribution company operating in the Santiago metropolitan area and our combined entity. CNE.................... Comisión Nacional de Energía Chilean National Energy Commission, governmental entity with responsibilities under the Chilean regulatory framework. DCV ................... Depósito Central de Valores S.A. Chilean Central Securities Depositary. Endesa Américas .......... Endesa Américas S.A. A newly formed related company to be spun-off by Endesa Chile with operations in Argentina, Brazil, Colombia and Peru. Endesa Chile ............. Empresa Nacional de A publicly held limited liability stock Electricidad S.A. corporation incorporated under the laws of the Republic of Chile that, following our Spin-Off from Enersis Américas, will be our combined entity with electricity generation operations in Chile. Endesa Eco .............. Endesa Eco S.A. A former Chilean subsidiary of Endesa Chile and owner of Central Eólica Canela S.A. and Ojos de Agua mini hydroelectric plant. Endesa Eco merged with Celta in November 2013. 1 Enel .................... Enel S.p.A. An Italian power company that will hold a 60.6% beneficial interest in us and be our ultimate parent company. Enel Iberoamérica ......... Enel Iberoamérica, S.R.L. A wholly-owned subsidiary of Enel and owner of 20.3% of us, which it acquired from Endesa Spain in October 2014. Enel Iberoamérica was formerly known as Enel Energy Europe S.R.L. Enel Latinoamérica ........ Enel Latinoamérica, S.A. A wholly-owned subsidiary of Enel Iberoamérica and owner of 40.3% of us. Enersis .................. Enersis S.A. A publicly held limited liability stock (before the Separation) corporation incorporated under the laws of the Republic of Chile, with subsidiaries engaged primarily in the generation, transmission and distribution
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