UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

Amendment No. 5

to 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ENEL AMÉRICAS S.A.

(Name of Issuer)

Shares of Common Stock, No Par Value  

American Depositary Shares Representing  

50 Shares of Common Stock (the “ADSs”)  

(Title of Class of Securities)

29274F104  

(CUSIP Number)

Enel S.p.A.  

Viale Regina Margherita 137  

00198 Rome  

Italy  

Attn: Fabio Bonomo  

Head of Corporate Affairs

Tel: +39 06 8305 2081  

Fax: +39 06 8305 2129  

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 22, 2019  

(Date of Event which Requires Filing of this Statement)

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

Explanatory Note

This Amendment No. 5 (“Amendment No. 5”) 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 November 3, 2014 (“Schedule 13D”), as amended and supplemented by Amendment No. 1 to Schedule 13D filed on August 12, 2016, Amendment No. 2 to Schedule 13D filed on December 6, 2016, Amendment No. 3 to Schedule 13D filed on October 15, 2018 and Amendment No. 4 to Schedule 13D filed on March 20, 2019, as specifically set forth herein.

Except as set forth below, all previous Items are unchanged.

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 Enel Américas 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 Enel Américas’ 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 Enel Américas 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 Enel Américas consider and analyze a potential corporate reorganization process involving Enel Américas, 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 “Reorganization”). The respective Boards of Directors of Enel Américas, Endesa Chile and Chilectra determined in November 2015 that the Reorganization, including the Merger (as defined below), would be in the best interests of their respective companies and the Boards of Enel Américas, Endesa Chile and Chilectra subsequently determined that the Reorganization would involve (i) 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., respectively, followed by Enel Américas 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 S.A. (collectively, the “Spin-Offs), (ii) a tender offer by Enel Américas for all of the shares of Endesa Américas (including in the form of ADSs) (the “Tender Offer”) and (iii) the merger of the companies holding the non-Chilean businesses of Enel Américas, Endesa Chile and Chilectra after the Spin-Offs (Enel Américas, Endesa Américas and Chilectra Américas S.A.), with Enel Américas as the surviving company (the “Merger”). The Spin-Offs were completed on April 26, 2016. The Tender Offer was successfully completed on October 28, 2016.

The Merger, which was approved by the shareholders of Enel Américas, Endesa Américas and Chilectra Américas on September 28, 2016, became effective on December 1, 2016. As a result of the effectiveness of the Merger, Endesa Américas and Chilectra Américas ceased to exist as separate corporate entities and Enel Américas continued as the surviving company. In connection with the Merger, holders of Endesa Américas shares and ADSs (other than Enel Américas) received 2.8 shares of Enel Américas’ Common Stock for each share of Endesa Américas and 1.68 ADSs of Enel Américas for each ADS of Endesa Américas, respectively. The holders of Chilectra Américas (other than Enel Américas) received 4.0 shares of Enel Américas’ Common Stock for each share of Chilectra Américas. In addition, on November 9, 2016, Enel Américas purchased 119,092,152

shares of Enel Américas’ Common Stock from stockholders of Enel Américas that exercised their statutory merger dissenters’ withdrawal rights in connection with Merger. Such purchase was made using a portion of the proceeds of Enel Américas’ $600 million registered bond offering completed on October 25, 2016.

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 Américas to a new Italian company, Enel South America S.r.l. (“ESA”). During 2017, ESA merged into Enel, which resulted in Enel directly holding 51.8% of Enel Américas’ Common Stock.

On October 15, 2018, Enel entered into two Share Swap Transactions (the “Swap Transactions”) with a financial institution in order to increase its percentage ownership of Enel Américas. Pursuant to the Swap Transactions, Enel may acquire up to 1,895,936,970 shares of Enel Américas’ Common Stock and up to 19,533,894 of Enel Américas’ ADSs. The amount payable for any shares of Enel Américas’ 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 Américas’ ADSs acquired will be based on the volume-weighted average prices of Enel Américas’ 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 February 27, 2019, Enel Américas announced that it is proposing to undertake a capital raise expected to be structured as an offering of shares of Common Stock pursuant to preemptive subscription rights for cash (the “Proposed Offering”), subject to shareholder approval. In the event that the Proposed Offering proceeds, Enel expects to acquire additional shares of Enel Américas’ Common Stock by exercising preemptive subscription rights.

On March 18, 2019, Enel and the financial institution amended the Swap Transaction related to Enel Américas’ ADSs to provide that such Swap Transaction would settle on the 21st calendar day following Enel’s election to terminate such Swap Transaction. Previously, the Swap Transaction related to Enel Américas’ ADSs provided that such Swap Transaction would settle on the 61st calendar day following Enel’s election to terminate the Swap Transaction. On the same date as the date of the amendment described above, Enel elected to terminate and settle the Swap Transaction related to Enel Américas’ ADSs, pursuant to which Enel will acquire 18,931,352 Enel Américas’ ADSs from the financial institution. The amount payable for the Enel Américas’ ADSs that Enel will acquire will be approximately $8.70 per ADS. Settlement of the Swap Transaction related to Enel Américas’ ADSs will occur on or about April 8, 2019.

On March 22, 2019, Enel and the financial institution amended the Swap Transaction related to Enel Américas’ Common Stock to (a) increase the number of shares of Enel Américas’ Common Stock that Enel may acquire pursuant to such Swap Transaction to up to 1,926,064,070 shares of Enel Américas’ Common Stock, as may be further increased in light of the Proposed Offering, and make certain conforming changes related thereto, (b) amend certain terms of such Swap Transaction in light of the Proposed Offering, including, among other matters, to allow Enel to participate in the Proposed Offering and to account for the imposition of any restricted period under Regulation M under the Exchange Act in relation thereto, and (c) provide that Enel may elect to partially terminate such Swap Transaction.

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 Reorganization and the Swap Transactions. In connection with the Issuer’s Annual General Meeting on April 30, 2019, the Reporting Person may seek to nominate and appoint the majority of the Issuer’s board of directors, by renewal or otherwise. 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 and other parties 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, including acquisitions of additional shares of Enel Américas Common Stock pursuant to the Swap Transaction related to shares of Enel Américas Common Stock and in the Proposed Offering. 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 Américas’ Common Stock or ADSs, to engage in short selling or any hedging or similar transaction with respect to Enel Américas’ 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 Américas’ 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 Américas’ 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 to read as follows:

(a) As of March 22, 2019, Enel Américas had 57,452,641,516 shares of Common Stock outstanding. Enel beneficially owned 30,708,781,131 shares of Enel Américas’ Common Stock, representing 53.45% of the Common Stock of Enel Américas outstanding as of such date.

(b) Enel may be deemed to have sole voting and dispositive power with respect to an aggregate of 30,708,781,131 shares of Enel Américas’ Common Stock that it directly owns. The responses of the Reporting Person to Rows (7) through (10) of the cover page of this Statement are incorporated herein by reference.

(c) Except as described in this Amendment No. 5, there have been no transactions in shares of Enel Américas’ Common Stock or any securities directly or indirectly convertible into or exchangeable for shares of Enel Américas’ Common Stock, by the Reporting Person, since the date that is 60 days prior to the date of this Amendment No. 5.

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

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

On October 15, 2018, Enel entered into two Swap Transactions relating to up to 1,895,936,970 shares of Enel Américas’ Common Stock and up to 19,533,894 of Enel Américas’ ADSs, respectively. The Swap Transactions give Enel the right to acquire up to such number of shares of Enel Américas’ Common Stock (subject to the cash settlement provisions described below) and Enel Américas’ ADSs, respectively, from the financial institution that is counterparty thereto on dates that are expected to occur no later than the fourth quarter of 2019. The number of shares of Enel Américas’ Common Stock, if any, and Enel Américas’ 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 Américas’ 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 of Enel Américas’ ADSs acquired (the “ADS Equity Notional Amount”) will be based on the volume-weighted average prices of Enel Américas’ 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 Americas’ 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 Americas’ 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 Americas’ 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 Américas’ Common Stock or Enel Américas’ ADSs acquired or held by such financial institution as a hedge in connection with the corresponding Swap Transaction.

On March 18, 2019, Enel and the financial institution amended the Swap Transaction related to Enel Américas’ ADSs to provide that such Swap Transaction would settle on the 21st calendar day following Enel’s election to terminate such Swap Transaction. Previously, the Swap Transaction related to Enel Américas’ ADSs provided that such Swap Transaction would settle on the 61st calendar day following Enel’s election to terminate the Swap Transaction. On the same date as the date of the amendment described above, Enel elected to terminate and settle the Swap Transaction related to Enel Américas’ ADSs, pursuant to which Enel will acquire 18,931,352 Enel Américas’ ADSs from the financial institution. The amount payable for the Enel Américas’ ADSs that Enel will acquire will be approximately $8.70 per ADS. Settlement of the Swap Transaction related to Enel Américas’ ADSs will occur on or about April 8, 2019.

On March 22, 2019, Enel and the financial institution amended the Swap Transaction related to Enel Américas’ Common Stock to (a) increase the number of shares of Enel Américas’ Common Stock that Enel may acquire pursuant to such Swap Transaction to up to 1,926,064,070 shares of Enel Américas’ Common Stock, as may be further increased in light of the Proposed Offering, and make certain conforming changes related thereto, (b) amend certain terms of such Swap Transaction in light of the Proposed Offering, including, among other matters, to allow Enel to participate in the Proposed Offering and to account for the imposition of any restricted period under Regulation M under the Exchange Act in relation thereto, and (c) provide that Enel may elect to partially terminate such Swap Transaction.

Except as described above or elsewhere in this Amendment No. 5, 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.

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.

Exhibit 1

Amendment No. 2 to Share Swap Transaction

The purpose of this amendment, dated as of 22 March 2019 (this “Amendment No. 2”), is to amend certain of the terms and conditions of the share swap transaction (the “Transaction”) on Enel Americas S.A. common stock, ISIN: CLP371861061 (Bloomberg Ticker: ENELAM CI <Equity>) entered into between [*] (“[*]”) and ENEL S.p.A. (the “Counterparty”) on a Trade Date of 15 October 2018, as evidenced by the Confirmation dated 15 October 2018, as previously amended on 18 December 2018 and as otherwise amended or amended and restated from time to time, including, without limitation, by Counterparty Election Notices (the “Confirmation”), between [*] and the Counterparty. This Amendment No. 2 constitutes a “Confirmation” for the purposes of and supplements, forms a part of, and is subject to, the Agreement.

Capitalised terms not otherwise defined in this Amendment No. 2 shall have the same meanings given to them in the Confirmation. Except as expressly modified herein, all other terms and conditions of the Transaction as previously amended shall remain in full force and effect as provided in the Confirmation.

1.       Amendment of Confirmation. With effect from the date of this Amendment No. 2, the following amendments shall be made to the Confirmation:

(i) The definition of “Maximum Number of Shares” appearing in the “Equity Amounts” section of the Confirmation is hereby amended to read in its entirety as follows:

“1,926,064,070 or such lower number as notified by Counterparty to [*] and the Calculation Agent from time to time in a Counterparty Election Notice, which number shall not be less than the Number of Shares applicable as at the effective date of such Counterparty Election Notice; provided that the Maximum Number of Shares as of the last Scheduled Trading Day on which rights may be exercised in respect of an offering of Shares pursuant to preemptive subscription rights that triggers any Restricted Period (as defined below), as adjusted pursuant to Paragraph 6(d) hereof, shall be increased by the number of Shares a holder of Shares would have received had it exercised a number of preemptive subscription rights equal to all of the preemptive subscription rights that were granted by the Issuer on a number of Shares equal to the adjusted Maximum Number of Shares in the offering of Shares pursuant to preemptive subscription rights that triggered such Restricted Period;”

(ii) The definition of “Initial Hedge Positions” appearing in the “Equity Amounts” section of the Confirmation is hereby amended to read in its entirety as follows:

“The Hedge Positions established by the Hedging Party during the Initial Hedging Period and which shall, following any offering of Shares pursuant to preemptive subscription rights that triggers a Restricted Period, be deemed to include, on the last Scheduled Trading Day on which such rights may be exercised, the number of Shares a holder of Shares would have received had it exercised a number of preemptive subscription rights equal to all of the preemptive subscription rights that were granted by the Issuer on a number of Shares equal to the Number of Shares as of the last day on which the Shares are traded “cum” the preemptive subscription rights that triggered such Restricted Period, such that the Hedging Party, for all purposes, will be deemed to have established Initial Hedge Positions in respect of that number of Shares on that Scheduled Trading Day.”

(iii) The first two paragraphs of the definition of “Initial Hedging Period” appearing in the “Equity Amounts” section of the Confirmation are hereby amended to read in their entirety as follows:

“The period from, and including, the Effective Date to, and including, the earliest of (a) the day on which the Hedging Party completes establishing Initial Hedge Positions in respect of the Maximum Number of Shares, (b) the Initial Hedging Period End Date and (c) the effective date of a Counterparty Election Notice in which Counterparty notifies [*] and the Calculation Agent that it wishes to end the Initial Hedging Period, provided that (x) such period shall be deemed to also extend to the later of: (i) the

last day of any Restricted Period and (ii) the latest date of settlement and admission to trading of any Shares issued in respect of an offering of Shares pursuant to preemptive subscription rights that triggered a Restricted Period and (y) Counterparty may not deliver a Counterparty Election Notice under subparagraph (c) hereof during any Restricted Period.

The Hedging Party will use its reasonable efforts to establish its Initial Hedge Positions in such a way so the number of Shares in respect of which the Hedging Party establishes its Initial Hedge Positions in respect of each Exchange Business Day will be as close as reasonably practicable to the Target Daily Shares; provided, however, that in no event will the number of Shares in respect of which the Hedging Party establishes its Initial Hedge Positions in respect of an Exchange Business Day exceed: (a) the 4 Week Target Daily Shares or (b) if there is a public announcement (as defined in Rule 165(f) under the Securities Act of 1933, as amended (the “Securities Act”)) of any Merger Transaction (such announcement, a “Public Announcement”), from the Notification of Public Announcement until the Notification of Completion of Merger Transaction Restricted Period (the “Merger Transaction Restricted Period”), the lesser of (i) the 4 Week Target Daily Shares and (ii) the average daily number of Shares in respect of which the Hedging Party has established its Initial Hedge Positions during the three full calendar months preceding the date of such Public Announcement, as determined by the Calculation Agent (the “Merger Target Daily Shares”). The price per Share at which the Hedging Party establishes its Initial Hedge Positions may not exceed the Maximum Share Reference Price. “Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization of the Issuer as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act. The Hedging Party’s obligations and restrictions with regard to the number of Shares in respect of which the Hedging Party establishes its Initial Hedge Positions in respect of an Exchange Business Day and the price at which any such Initial Hedge Positions are established shall not apply with respect to the Initial Hedge Positions deemed to be established on the last Scheduled Trading Day on which preemptive subscription rights granted in connection with an offering of Shares pursuant to preemptive subscription rights that triggered a Restricted Period may be exercised.”

(iv) The definition of “Target Daily Shares” appearing in the “Equity Amounts” section of the Confirmation is hereby amended to read in its entirety as follows:

“In respect of each Scheduled Trading Day during the Initial Hedging Period, the lower of: (a) the product of (i) the average daily trading volume reported for the Shares during the four calendar weeks preceding the week of such Scheduled Trading Day, as determined by the Calculation Agent by reference to Bloomberg page “ENELAM CI <Equity> HP”, or if such information is not available for whatever reason or is manifestly incorrect, as determined by the Calculation Agent acting in a commercially reasonable manner and (ii) [*]% (the “4 Week Target Daily Shares”); and (b) the product of (i) the aggregate number of Shares, as determined by the Calculation Agent, traded at a price equal to or less than the Maximum Share Reference Price through order-book, automated trades on the Exchange and (ii) [*]%, or such other percentage (subject to a maximum of [*]%) as notified by Counterparty to [*] and the Calculation Agent from time to time in a Counterparty Election Notice (the “Modified Target Daily Shares”); provided, however, that if there is a Notification of Public Announcement, for the duration of the Merger Transaction Restricted Period, then the lower of (x) the 4 Week Target Daily Shares, (y) the Modified Target Daily Shares and (z) the Merger Target Daily Shares; and provided further, however, that if there is a Notification of Restricted Period, for the duration of the Restricted Period, the Target Daily Shares shall be zero.”

(v) The definition of “Daily Equity Notional Amount” appearing in the “Equity Amounts” section of the Confirmation is hereby amended to read in its entirety as follows:

“In respect of each Exchange Business Day, an amount equal to the product of (a) the number of Shares in respect of which the Hedging Party has established Initial Hedge Positions on such day and (b) the volume weighted average price per Share, converted into USD at the applicable Exchange Rate on such day, at which the Hedging Party establishes such Initial Hedge Positions on such day, which, for the purposes of the Initial Hedge Positions deemed to be established on the last Scheduled Trading Day on which preemptive subscription rights granted in connection with an offering of Shares pursuant to

preemptive subscription rights that triggered a Restricted Period may be exercised, shall be the subscription price of such Shares (converted into USD if applicable).”

(vi) The definition of “Final Hedging Period Start Date” appearing in the “Equity Amounts” section of the Confirmation is hereby amended to read in its entirety as follows:

“The earlier of (a) the date that is four calendar months immediately following the last day of the Initial Hedging Period or, if such date is not an Exchange Business Day, the next following Exchange Business Day and (b) the date specified by Counterparty in a Counterparty Election Notice in which Counterparty notifies [*] and the Calculation Agent that it wishes to commence the Final Hedging Period; provided that such date shall not be earlier than the date falling two Scheduled Trading Days following the effective date of such Counterparty Election Notice; and provided further that Counterparty may not deliver a Counterparty Election Notice under this provision during a Restricted Period or, if later, until the latest date of settlement and admission to trading of any Shares issued in respect of an offering of Shares pursuant to preemptive subscription rights that triggered a Restricted Period”.

(vii) A new subparagraph (d) is added to paragraph 6. “Other Provisions” and shall read in its entirety as follows:

“(d) Partial Termination. Counterparty and [*] agree that Counterparty may, by delivery of a notice in the form set out in Appendix 3 (a “Partial Termination Notice”) to [*] at any time during the Initial Hedging Period which is not also during a Restricted Period, elect to end the Initial Hedging Period in respect of solely the number of Shares specified in such Partial Termination Notice (a “Partial Termination”), which shall not exceed the Number of Shares as at the Exchange Business Day immediately prior to the date of such Partial Termination Notice (the “Partial Termination Number of Shares”). Upon a Partial Termination: (i) the terms of the Transaction shall continue to apply with respect to the Partial Termination Number of Shares as if such number of Shares were subject to a separate Transaction under the Agreement pursuant to a confirmation with terms identical to the Confirmation, save for the ending of the Initial Hedging Period as elected pursuant to the Partial Termination Notice and without any amendments or adjustments made pursuant to subparagraph (ii) hereof, and (ii) the Transaction shall remain in effect following such Partial Termination including, without limitation, the continuance of the Initial Hedging Period, but the Maximum Number of Shares and the Number of Shares shall each be reduced by the Partial Termination Number of Shares and the Calculation Agent shall adjust any other terms of the Confirmation (including, without limitation, the Equity Notional Amount and the Initial Hedge Positions) as it determines appropriate to take account of such Partial Termination. Counterparty may deliver only one Partial Termination Notice. [*] and the Calculation Agent may treat a Partial Termination Notice as having been duly authorized by Counterparty if it appears to be signed by any of the persons and delivered from any of the email addresses, or any other persons and email addresses as may be notified to [*] by Counterparty for such purpose from time to time, as set out in the definition of “Counterparty Election Notice”.”

(viii) Subparagraph (d) of paragraph A. “Counterparty Representations and Undertakings” of paragraph 7. “Additional Representations and Undertakings” of the Confirmation is hereby amended to read in its entirety as follows:

“None of Counterparty, Issuer or any other “affiliated purchaser” (as defined in Rule 10b-18) of the Issuer shall, without the prior written consent of [*], directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the Initial Hedging Period; provided that the foregoing restriction shall not apply to the subscription, purchase or other acquisition of Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depository share) by Counterparty pursuant to the exercise of preemptive subscription rights in respect of the Shares granted to Counterparty by the Issuer;”

(ix) Subparagraph (e) of paragraph B. “Counterparty Representations, Warranties and Covenants” of paragraph 7. “Additional Representations and Undertakings” of the Confirmation is hereby amended to read in its entirety as follows:

“Counterparty shall not take, and shall not permit the Issuer to take, any action that would cause a restricted period (as defined in Regulation M under the Exchange Act (“Regulation M” and any such period, a “Restricted Period”)) to be applicable to any purchases of Shares, or of any security for which Shares are a “reference security” (as defined in Regulation M), by any “affiliated purchasers” (as defined in Regulation M) of the Issuer during the Initial Hedging Period unless Counterparty has provided written notice to [*] of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such restricted period (such notice, a “Notification of Restricted Period”). Counterparty acknowledges that any such notice may cause a Disrupted Day to occur and, accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Paragraph 7.B.(f) below as if references to the Public Announcement were to such notice (it being understood that the eight-Scheduled-Trading-Day Period set forth opposite “Valuation Disruption” shall not apply as a result of any such Disrupted Day). Counterparty shall promptly notify [*] of the end of the Restricted Period which, for purposes of the definition of “Target Daily Shares” above, shall be deemed to continue until the opening of the next regular trading session on the Exchange for the Shares after such notification;”

(x) A new Appendix 3 shall be inserted at the end of the Confirmation in the form set out in the Appendix to this Amendment No. 2.

2.       Representations, Warranties and Undertakings. Paragraph 7 “Additional Representations and Undertakings” of the Confirmation shall apply with respect to this Amendment No. 2 as if each of such representations, undertakings, warranties and covenants of [*] and the Counterparty were set out in full herein and repeated on the date of this Amendment No. 2, save that references to the Transaction shall be references to the Transaction as previously amended and as amended by this Amendment No. 2. Without limiting the scope of the foregoing, Counterparty (i) represents to [*] that on the date hereof it is not aware of any material non-public information regarding the Shares or the Issuer, and (ii) covenants to [*] that it will file an amendment to the Statement on Schedule 13D originally filed by the Counterparty with the U.S. Securities and Exchange Commission on November 3, 2014, as amended and supplemented on August 12, 2016, December 6, 2016 and October 15, 2018.

3.       Governing Law and Jurisdiction. The Governing Law and Jurisdiction provisions of the Agreement shall apply in respect of this Amendment No. 2.

[signature pages follows]

This Amendment No. 2 is agreed, accepted and confirmed by the parties hereto as of the date first above written.

[*]

By: _______________________________

Name:

Title:

[Signature Page to Amendment No. 2 to Share Swap Transaction – Local Shares]

Enel S.p.A.

By: _______________________________

Name:

Title:

[Signature Page to Amendment No. 2 to Share Swap Transaction – Local Shares]

Appendix

“Appendix 3

Form of Partial Termination Notice

From: [ENEL contact details]

To: [*] (as [*] and Calculation Agent)

[*];

Partial Termination Notice relating to Share Swap Transaction

[date]

Dear Sirs,

The purpose of this notice (this “Partial Termination Notice”) is to partially terminate the share swap transaction (the “Transaction”) on common stock (ISIN CLP371861061) of Enel Americas S.A. entered into between [*] (“[*]”) and ENEL S.p.A. (the “Counterparty”) on a Trade Date of 15 October 2018, as evidenced by the Confirmation dated 15 October 2018, as previously amended on 18 December 2018 and 22 March 2019 and as otherwise amended or amended and restated from time to time (the “Confirmation”). This notice constitutes a Partial Termination Notice for the purposes of the Confirmation.

Capitalised terms not otherwise defined in this letter shall have the same meanings given to them in the Confirmation.

1.       Partial Termination. Pursuant to paragraph 6(d) of the Confirmation, the Counterparty wishes to end the Initial Hedging Period in respect of the following number of Shares: [•]¹ (the “Partial Termination Number of Shares” for the purposes of the Confirmation).

2.       Representations, Warranties and Undertakings. Paragraph 7, “Additional Representations and Undertakings” of the Confirmation shall apply with respect to this Partial Termination Notice as if each of such representations, undertakings, warranties and covenants were set out in full herein and repeated on the date of this Partial Termination Notice, save that references to the Transaction shall be references to the Transaction as amended by this Partial Termination Notice.

3.       Governing Law and Jurisdiction. The Governing Law and Jurisdiction provisions of the Agreement shall apply in respect of this Partial Termination Notice.

Yours faithfully,

________________________

for and on behalf of ENEL S.p.A.”

 ___________________

¹ Not to exceed the aggregate Number of Shares as at the date of this notice.