Rome, October 31, 2006 — Shearman & Sterling acted as US and Italian counsel to Terna S.p.A. (the owner and operator of Italy's national electricity grid) as selling shareholder, and Terna's subsidiary Terna Participações S.A. as issuer, in connection with the initial public offering and listing of Terna Participações S.A.'s equity securities on the São Paulo Stock Exchange. 

Terna Participações S.A. is the largest privately owned electricity transmission company in Brazil.  Through its subsidiaries, Terna Participações operates 2,447 km of high voltage electricity transmission lines interconnecting the states of Goias, Bahia, Maranhão and the Distrito Federal to the Brazilian national transmission grid pursuant to 30-year concessions granted by ANEEL, the Brazilian national electricity regulatory authority.

This transaction comprised an offering of 26,525,736 units, each representing one common share and two preferred shares of Terna Participações S.A. and consisted of a public offering in Brazil together with an international institutional offering.

Building on recent ebullience in the Brazilian capital markets, this offering was highly successful — to the extent that the deal size was increased by 20% at signing (pursuant to the so-called "hot issue" option available in Brazil) and yet still priced at the top of the anticipated price range.  As a result, the Terna Group raised total offering proceeds in excess of R$540 million (approximately US$250 million), which it intends to use to further expand its business operations in Brazil and elsewhere in Latin America.

Attorneys included partners Michael Bosco (Rome-Capital Markets), Domenico Fanuele (Rome-Capital Markets) and Andrew Janszky (São Paulo-Capital Markets), associates Fabio Fauceglia (Rome-Capital Markets), Andre Fiorotto (New York-Finance Group), Marco Ramondino (Rome-Capital Markets), Fabiana Sakai (São Paulo-Capital Markets) and Tobias Stirnberg (São Paulo-Capital Markets) and trainees Giovanni Cirelli (Rome-Capital Markets) and Francesco Liberatori (Rome-Capital Markets).