UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

________________________

ENDESA Américas S.A.*

(Name of Subject Company (Issuer))

ENERSIS S.A.

(Name of Filing Person (Offeror))

Common Stock, no par value

(including in the form of American Depositary Shares)*

(Title of Class of Securities)

N/A*

(CUSIP Number of Class of Securities)

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

and Communications on Behalf of Filing Persons)

Calculation Of Filing Fee

——

*    Endesa Américas S.A. currently does not exist as a separate entity but will be formed in connection with its spin-off from Empresa Nacional de Electricidad S.A., a publicly traded subsidiary of Enersis S.A. Following such spin-off, Endesa Américas S.A. will be a publicly traded subsidiary of Enersis S.A.

** A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

¨ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

x   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨    third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨    going-private transaction subject to Rule 13e-3.

¨    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Tender Offer Statement on Schedule TO is filed by Enersis S.A. (“Enersis”), which is expected to change its name to Enersis Américas S.A. in connection with the transactions described below.  This Schedule TO relates to preliminary communications made by Enersis before the commencement of an offer by Enersis to purchase common stock (including in the form of American Depositary Shares) of Endesa Américas S.A. (“Endesa Américas”). Endesa Américas currently does not exist as a separate entity but will be formed in connection with its spin-off from Empresa Nacional de Electricidad S.A., a publicly traded subsidiary of Enersis in which Enersis has a 59.98% ownership interest (“Endesa Chile”). It is expected that Enersis will also have a 59.98% ownership interest in Endesa Américas immediately upon the completion of Endesa Américas’ spin-off from Endesa Chile and Endesa Américas will be a publicly traded subsidiary of Enersis. The preliminary communications were made on a significant event (hecho esencial) filing that was furnished by Enersis to the Chilean Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros, or the “SVS”) on December 17, 2015 (the “Significant Event Filing”). A copy of the Significant Event Filing is attached hereto as Exhibit 99.1.

Important Information

This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of Enersis, Enersis Américas, Endesa Chile or Endesa Américas, or an offer to participate in a tender offer for shares of Endesa Américas described herein.  When and if the tender offer is commenced, tender offer materials will be made available and filed with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with applicable U.S. federal securities laws and SEC rules.  In that event, shareholders and investors are urged to read the tender offer materials because they will contain important information, including the full details of the tender offer.  Shareholders and investors may obtain free copies of the tender offer materials that Enersis files with the SEC at the SEC’s website at http://www.sec.gov and will receive information at an appropriate time on how to obtain tender offer materials for free from Enersis.  These documents are not currently available and their availability is subject to the determination to commence the tender offer.

Item 12.  Exhibits.

SIGNIFICANT EVENT

Enersis S.A.

Securities Registration Record No. 175

Santiago, December 17, 2015

Ger. Gen. N° 146/2015

Mr. Carlos Pavez T.

Superintendent of Securities and Insurance

Superintendence of Securities and Insurance

Av. Libertador General Bernardo O’Higgins N°1449

Santiago, Chile

Ref.: Significant Event

Dear Sir,

In accordance with articles 9 and 10, paragraph 2, under Securities Market Law N°18,045, and as established under General Norm N° 30 of the Superintendence, duly authorized on behalf of Enersis S.A. (“Enersis” or the “Company”), I hereby inform you of the following significant event:

1.  Today, we received correspondences signed by the shareholders of Pension Fund Managers (“AFP”, in its Spanish acronym) Provida, Cuprum and Capital, expressing their intention to support the Corporate Reorganization process of Enersis and its subsidiaries and the subsequent demerger of Enersis and Empresa Nacional de Electricidad S.A. (“Endesa Chile”) subject to specific conditions, as described in the attached letters.

2.  Also, as of today, the Company has received a correspondence from its controlling shareholder, Enel S.p.A., also attached, in which it expresses binding commitments related to the Corporate Reorganization process.

3.  In the extraordinary meeting held today, the Board of Directors analyzed the correspondence received by the Company as described above, and adopted the following agreements:

(i)  By majority, the Board of Directors amended the tax compensation agreement adopted at the meeting held on November 24, 2015. Enersis compromises to compensate tax costs paid by Endesa Chile, deducting the benefits or tax credits that Endesa America S.A. or Endesa Chile should obtain as a result of the Corporate Reorganization, provided that the merger does not occur before December 31, 2017.

(ii)  Unanimously, modifying the proposed price of the future takeover bid (“OPA”, in its Spanish acronym) of Enersis Americas S.A. in relation to Endesa Americas S.A., in order to increase its price from Ch$ 236 per share agreed upon by the Board of Directors on November 24, 2015, to Ch$ 285 per share.

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(iii)  By majority, the Board of Directors raised the proposed limit to exercise the withdrawal right of Enersis Americas S.A. that will be presented at the shareholders’ meeting to be held with regards to the merger, increasing the current 6.73% up to 10%, to the extent that such an increase in the withdrawal right in Enersis America S.A. will not lead any shareholder to exceed the maximum ownership of 65% of Enersis Americas S.A. after the merger is formalized.

Sincerely yours

Luca D'Agnese
Chief Executive Officer

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