E.ON in $3 Billion Senior Notes Offering

June 1, 2008

Cleary Gottlieb represented the initial purchasers, led by Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc., in the Rule 144A/Regulation S offering by E.ON International Finance B.V. of U.S. $2 billion in aggregate principal amount of 5.80% Senior Notes due 2018 and U.S.$1 billion in aggregate principal amount of 6.65% Senior Notes due 2038. The Notes have unconditional Guarantees from the issuer’s parent company, E.ON AG. The offering, one of the largest debt offerings by a European corporate issuer since the onset of the credit crunch, priced on April 15 and closed on April 22.

The offering was E.ON’s first major U.S. capital markets deal and represents a major step in E.ON’s realization of a €60 billion investment program originally announced in 2007. E.ON is a leading European electricity and gas company and the largest industrial company in Germany based on market capitalization. The deal featured an innovative structure in which the Notes and Guarantees are governed by New York law, while the underwriting arrangements are subject to German law. The on-going turmoil in the international credit markets posed significant additional challenges for everyone involved in the deal.