Davis Polk & Wardwell LLP acted as counsel to Westar Energy, Inc. in connection with an SEC-registered offering of 8,480,369 shares of common stock and the concurrent execution of forward sale agreements relating to an equal number of shares. Under the forward sale agreements, JPMorgan Chase Bank, National Association, or its affiliate borrowed an aggregate of 8,480,369 shares of Westar Energy Inc.’s common stock (7,500,000 shares pursuant to a base forward sale agreement and 980,369 shares pursuant to an additional forward sale agreement executed in connection with the exercise by the underwriters of their option to purchase additional shares) from third parties and sold these shares to the underwriters. The net proceeds of the offering (assuming full physical settlement of the forward sale agreement at the initial forward sale price) are expected to be approximately $209 million.

Westar is the largest electric utility in Kansas, providing electric generation, transmission and distribution service to approximately 685,000 customers in the state. Its wholly owned subsidiary, Kansas Gas and Electric Company (KGE), owns a 47% interest in Wolf Creek, a nuclear power plant located near Burlington, Kansas. Both Westar and KGE conduct business using the name Westar Energy.

The Davis Polk corporate team included partner Daniel G. Kelly Jr. and associates Caroline J. Perry and Alex Kardon (not yet admitted), all of the Menlo Park office. The Davis Polk equity derivatives team included partner Mark M. Mendez and associate Barry J. Gewolb, both of the New York office. The tax team included partners Rachel D. Kleinberg of the Menlo Park office and Michael Farber of the New York office and associate M. Ryan LaRosa of the Menlo Park office.

Westar’s in-house counsel included Peter L. Sumners, Senior Corporate Counsel, and Larry D. Irick, General Counsel.