Enel Américas S.A.’s $3 Billion Capital Increase

Winston & Strawn LLP advised Enel Américas S.A. on the deal.

The US$3 billion capital increase consisted of a statutory preemptive rights offering under Chilean law to existing holders of common stock and a corresponding rights offering to existing holders of American Depositary Shares (ADSs). The rights offerings were implemented by means of distributions to shareholders and ADS holders of transferable preemptive rights to subscribe for shares and ADSs, respectively, which were traded in Chile on the Santiago Stock Exchange and the Electronic Stock Exchange and in the U.S. on the New York Stock Exchange; and a second round of rights offerings, open only to those shareholders and ADS holders who exercised their preemptive rights and subscribed for shares and ADSs in the first round of preemptive rights offerings.

Almost 99.5% of the shares offered (including shares in the form of ADSs) were subscribed for in the rights offerings.

Winston represented Enel Américas S.A. on U.S. aspects of the transaction, including U.S. structuring matters to accommodate the second round of rights offerings, SEC registration and the NYSE listing and trading of ADS rights, with a team led by corporate partners Sey-Hyo Lee (Picture) and Allen Miller. Corporate associates Amanda Sewell and Ana Núñez Cárdenas and former Winston foreign legal advisor César Galvez from Chile also advised on the transaction. Tax partner Soyun Park and tax associate Justin Trapp provided tax advice for the transaction.

Involved fees earner: Cesar Galvez – Winston & Strawn; Sey-Hyo Lee – Winston & Strawn; Allen Miller – Winston & Strawn; Ana Núñez Cárdenas – Winston & Strawn; Soyun Park – Winston & Strawn; Amanda Sewell – Winston & Strawn; Justin Trapp – Winston & Strawn;

Law Firms: Winston & Strawn;

Clients: Enel Américas S.A.;