Enel in €8 Billion Rights Offering

August 20, 2009

Cleary Gottlieb acted as U.S. and international counsel to Enel S.p.A in its recently-completed €8.0 billion capital increase, the largest equity offering in Italy in recent years and one of the largest rights offerings in Europe this year.

The multi-step transaction, which was open to Italian retail investors and to institutional investors on a Regulation S/Rule 144A basis, consisted of an offering to Enel’s existing shareholders of rights to subscribe for newly-issued shares at a discount to the then-current market price, a concurrent period during which the rights were traded on the Italian Stock Exchange and, finally, an auction on the Italian Stock Exchange of any remaining unexercised rights. More than 99.5% of the rights were exercised by the end of the initial trading period, and all of the remaining rights were taken up in the auction.

The Enel Group is the leading electricity operator in both Italy and Spain and one of the leading global operators in the fields of generation, transportation, distribution and sales of electricity; the Group also imports, distributes and sells natural gas. The successful offering, which resulted in the issuance of over 3.2 billion new shares that increased Enel’s share capital by 34.21%, was primarily motivated by Enel’s international expansion. In particular, it served to replenish capital used in completing Enel’s recent acquisition of an additional 25.01% interest in a leading Spanish energy company, Endesa S.A., a transaction that brought Enel’s total interest in Endesa to 92.06%.

Banca IMI S.p.A., J.P. Morgan Securities Ltd., and Mediobanca – Banca di Credito Finanziario S.p.A. served as Joint Global Coordinators and Co-Bookrunners for a large syndicate of Italian and international banks that had agreed to place any new shares that had not been subscribed for at the end of the auction. The very challenging transaction, which was notable for an accelerated timetable and the issues posed by the current financial crisis and the large number of jurisdictions involved, closed successfully on July 10.

Cleary Gottlieb has acted as counsel in the largest Italian equity offering in each of the last five years.