First Reserve Corporation in the Acquisition of 45% of Ansaldo Energia, Italy’s Leading Producer of Thermoelectric Power Plants

Cleary Gottlieb is representing First Reserve Corporation, one of the leading private equity firms specializing in the energy sector, in its acquisition of 45% of Ansaldo Energia, Italy’s leader in the production and servicing of thermoelectric power plants and related components, from Finmeccanica, a state-controlled company operating in the aerospace, defense, transport and energy industries. The transaction values Ansaldo Energia at more than €1.2 billion. The agreement was signed on March 9, and the transaction is expected to close in the second quarter of 2011 pending regulatory approvals.

The parties will complete the transaction through the purchase by a joint venture entity 55% owned by Finmeccanica and 45% owned by First Reserve, of the entire share capital of Ansaldo Energia for a consideration of €1.073 billion. In addition, Finmeccanica will receive €95 million as consideration for the licensing of the “Ansaldo” trademark and €65 million as a dividend distribution. The acquisition will be financed by equity contributions from the parties, in an overall amount of €500 million, as well as acquisition financing comprising a vendor loan and a debt facility arranged by three leading European banks.