December 16, 2020

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Via Email

Sey-Hyo Lee
Winston & Strawn LLP
SHLee@winston.com  

Re:       Partial Tender Offers for Enel Américas S.A.

Dear Mr. Lee:

We are responding to your letter requesting exemptive relief dated December 15, 2020, and addressed to Ted Yu, Christina Chalk and Joshua Shainess.  To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Chilean counsel.  Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-5.  This exemption permits Enel Américas S.A. to make certain purchases of its shares of common stock outside dual tender offers in Chile and the United States pursuant to Dissenters’ Rights provided under Chilean law, as described in your letter.

In granting this exemptive relief, we rely on the representations set forth in your letter, as supplemented by the accompanying letter from Chilean counsel, including but not limited to, the following:

• Enel Américas is a foreign private issuer, as defined in Exchange Act Rule 3b-4(c);
• Enel Américas is obligated by Chilean law to acquire the Enel Américas shares held by shareholders exercising their Dissenters’ Rights and the terms of such acquisition are dictated by Chilean law;
• the tender offer price in the Partial Tender Offers will be greater than the Dissenters’ Rights purchase price; and
• except for the relief specifically provided herein, Enel Américas will comply with all other applicable provisions of the federal securities laws.

This exemptive relief is based on the representations made to the Division in your request.  Any different facts or conditions may require the Division to reach a different conclusion.  Further, this response does not express any legal conclusion on the question presented or any views on any other questions that the transaction may raise.

Sincerely,

 
/s/  Ted Yu
 

Ted Yu
Chief, Office of Mergers & Acquisitions
Division of Corporation Finance