Shearman & Sterling represented Intercorp Retail Trust and Intercorp Retail Inc. in connection with an underwritten high yield offering of $300 million of its Senior Guaranteed Notes due 2018. Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC acted as Joint Bookrunning Managers for the offering. The Issuer, Intercorp Retail Trust, is a common law trust formed in the Cayman Islands. It has a contractual relationship with Intercorp Retail Inc., a holding company for a broad array of leading multi-format retail operations in Peru, including Supermercados Peruanos, the second largest supermarket chain in Peru by net sales, and Eckerd Peru, the operator of InkaFarma, the largest pharmacy chain in Peru by sales. The proceeds of the offering were used to (1) acquire, pursuant to a participation agreement, a 100% participation interest in a $140,000,000 dual tranche senior and subordinated loan to Supermercados Peruanos S.A.; (2) make a $130,000,000 senior loan to IFH Pharma Corp to repay a bridge loan granted to IFH Pharma for the acquisition earlier this year of Eckerd Peru; and (3) make a $30,000,000 senior loan to Intercorp Retail Inc. The proceeds received by Supermercados Peruanos S.A. and Intercorp Retail Inc. will be used, in the case of Supermercados Peruanos, to refinance outstanding debt and finance expansion plans and, in the case of Intercorp Retail Inc., to make capital contributions to new projects of the Intercorp Retail group.

The following Shearman & Sterling attorneys advised Intercorp Retail Trust and Intercorp Retail Inc. in this transaction: partners Antonia Stolper (New York-Capital Markets), Patricia Hammes (New York-Project Development & Finance) and Don Lonczak (Washington, DC-Tax); associates Kevin Younai (New York-Capital Markets), Jesse Cuevas (New York-Capital Markets), Jason Gao (New York-Capital Markets), Oliver Loxley (New York-Capital Markets), David Dubrovsky (New York-Project Development & Finance), Jeff Tate (Washington, DC-Tax), and Jennifer Pacella (New York-Finance/Project Development & Finance); international associate Pedro Gonzalez (New York-Capital Markets); and visiting attorney Patricio Martinez (New York-Finance/Project Development & Finance).