Practice
Fabio Fauceglia is a partner in the Corporate Group of the Milan office. Mr. Fauceglia represents corporations, sponsors and financial institutions in public and private M&A and corporate finance transactions. He has extensive experience in tender offers, auctions, mergers, reorganizations, joint ventures and cross-border acquisitions both on the buyer’s and seller’s side and in relation to both control and minority investments. Mr. Fauceglia has worked on a number of innovative transactions in the Italian market, including several market firsts. He also has considerable experience in domestic and international financial transactions.

Mr. Fauceglia joined the London office of Shearman & Sterling after a number of years in a leading Italian firm. He moved to Rome for the opening of the Rome office in 2002 and to Milan for the opening of the Milan office in 2010. He received a Master’s Degree from Columbia University in New York and is qualified both as a New York and Italian lawyer. He is a regular public speaker and has published a number of articles and commentaries on Italian corporate law issues.

• GE Aviation in its $4.3 billion acquisition of the aviation business of Avio S.p.A., the Italy-based manufacturer of aviation propulsion components and systems for civil and military aircraft, from PE house Cinven and Finmeccanica
• Belstaff and its shareholder, the Labelux group, in various corporate and transactional matters
• Atlantia and Autostrade per l’Italia in connection with their investment in ETCC
• The shareholders in the auction that led to the approx US$600 sale of Infront, one of the world’s leading sport marketing companies, to private equity house Bridgepoint
• AABAR Investments PJSC in the sale of its interest in Atlantia, the holding company of Autostrade per l’Italia, to Schemaventotto, the financial holding of the Benetton Group
• Amadeus Capital Partners and Rothschild Capital Management in connection with the acquisition of a 60% interest in Octo Telematics S.p.A. alongside Montezemolo & Partners SGR
• AABAR Investments PJSC in its 4.99% investment in UniCredit S.p.A.
• The Dow Chemical Company in connection with the sale of their Italian plastic and rubber businesses to Bain Capital
• AABAR Investments PJSC in the acquisition of a 3.3% interest in the share capital of Atlantia, the holding company of Autostrade per l’Italia, from the UniCredit Group
• The Goldman Sachs Group, in its successful competing tender offer on Berenice, the Italian real estate investment fund managed by the Pirelli Group. The first ever tender offer for fund units in Italy which also marked the first application of rules on competing tender offers (offerte concorrenti) in Italy
• A leading player in the construction industry in a three-way integration process intended to establish the largest player in the industry in Italy (not completed)
• Allianz SE in the reorganization of its Italian activities, consisting in the combination of the businesses of RAS, Lloyd Adriatico and Allianz Subalpina into one single corporate entity
• The Board of Directors of Polynt S.p.A. in connection with the take private of the company by Investindustrial and the relevant delisting
• Allianz SE in the sale of Rasfin to Banca Leonardo
• SABIC Innovative Plastics Italia S.r.l. in connection with the financing relating to the acquisition of GE Plastics business
• Citadel Capital in connection with its bid to acquire Italiana Energia e Servizi S.p.A.
• The lenders in connection with the restructuring of the indebtedness of the Codere Group
• HEAD Sport Group in its restructuring exchange offer of €135 million 8.5% senior notes due 2014
• The Dow Chemical Company in connection with its joint venture with Petrochemical Industries Company of Kuwait
• Credit Suisse International in a restructuring, pursuant to Article 67, paragraph 3, letter (d) of the Italian Bankruptcy Law, of an Italian manufacturing company
• Mediobanca and Merrill Lynch in connection with the listing of Polynt S.p.A. on the Milan Stock Exchange
• Gtech Corporation in the reorganization of its Italian activities following its acquisition by Lottomatica S.p.A.
• Allianz AG in its voluntary public tender offer on all of the outstanding shares of RAS S.p.A. and the subsequent merger of RAS S.p.A. into Allianz AG to form the first ever Societas Europea (European Company)
• Terna S.p.A. (the owner and operator of Italy’s national electricity grid) as selling shareholder in connection with the initial public offering and listing of Terna Participações S.A.’s equity securities on the São Paulo Stock Exchange
• Société Générale in connection with its bid to acquire a stake in Fidis, the financial services business of Fiat Auto S.p.A.
• Pirelli Real Estate Fund and Morgan Stanley Real Estate Fund in their joint bid to purchase the real estate portfolio of the Banca Commerciale Pension Fund
• Credit Suisse and Goldman Sachs in connection with the $4.8 billion acquisition of Gtech Holdings Corp. by Lottomatica S.p.A.
• The Ministry of Economy of the Italian Republic in connection with the €1 billion capital increase of Alitalia S.p.A.
• Mayne Pharma in a number of acquisitions of Italian pharmaceutical companies
• Nicotra Industriale S.p.A. and its controlling shareholders, Athena e Fidia Funds, in the acquisition of the German group Gebhardt Ventilatoren (a unit of Tyco Corporation)
• Merrill Lynch International and Mediobanca S.p.A. in the €7 billion third tranche of the privatization of Enel S.p.A.
• IT Holding in its €150 million high yield offering
• Aedes S.p.A. in its real estate joint venture with Gruppo Franza
• Capitalia S.p.A. in its €1 billion offering of notes exchangeable into shares of Assicurazioni Generali S.p.A.
• AIG Global Real Estate Investments in its joint venture with the Portuguese company Sonae Imobiliária and Italian developer Coimpredil S.p.A.
• Finmeccanica in its €400 million offering of notes exchangeable into shares of STMicroelectronics
• Pirelli Real Estate Fund and Morgan Stanley Real Estate Fund in their joint bid to purchase the real estate portfolio of Enel Real Estate S.p.A.
• Deutsche Bank in the issuing of its €700 million notes with conditional exchange right into shares of Prada Holding N.V.
• The Fiat Group in its $2.2 billion offering of notes exchangeable into shares of General Motors Corporation

Publications and Speaking Engagements

• Commentary on “Mandatory Tender Offers and Relevant Exemptions in the Italian Securities Act and the Regulation on Issuers” (Offerte pubbliche obbligatorie, Articolo 106 e relative esenzioni nel Tuf e nel Regolamento Emittenti), UTET (being published)
• “Legal Aspects of Restructuring Transactions,” SDA-Bocconi Business School, October 28, 2011
• “Advising on M&A Deals: Lessons Learned and New Challenges,” SDA-Bocconi Business School, September 15, 2011
• “Advising on M&A Deals: Lessons Learned and New Challenges,” SDA - Bocconi Business School, Milan, December 14, 2010
• “New Developments in the Management of the Company’s Crisis,” SDA - Bocconi Business School, Milan, 28 October 2010
• “Debt Restructuring and Reorganization of Firms in Crisis - Possible Solutions,” Paradigma Conference on the Restructuring of Debt and the Reorganization of Companies in Crisis, October 2010
• Article on “Distressed M&A: the stealth takeover” in Corporate Crisis and Restructuring, IPSOA, 2010
• “Restructurings of Italian Listed Companies: the Restructuring Exemption from Mandatory Offers,” Paradigma Conference on the Restructuring of Debt and the Reorganization of Companies in Crisis - Milan, June 17, 2010
• “M&A and the Corporate Crisis: the Market for Distressed M&A,” Unicredit Conference - Milan, June 10, 2009
• “The shares in the joint stock company after the Italian corporate reform” - Commentary on Articles 2353 - 2360 of the Italian Civil Code, in Commentary on the Italian Civil Code by Alpa - Mariconda, IPSOA, 2009
• “Competing Tender Offers in Italy: Practical Aspects,” Paradigma Conference on the New Tender Offer Rules - Milan, December 1, 2009
• “Private, Public & Distressed M&A,” SDA - Bocconi University Business School, Milan, October 20, 2009
• Recent Trends in Equity Markets: Rights Offerings and the Consob Position Paper on Super-Dilutive Offerings,” Unicredit Conference - Milan, July 1, 2009
• “Private Equity Investments - Legal Strategies for Value Creation,” SDA - Bocconi University Business School, October 10, 2008
• “Negotiating M&A Deals: SPAs and Shareholders Agreements” SDA - Bocconi University Business School, Milan, October 21, 2008
• “Treasury Stock and Financial Assistance” - Commentary on Articles 2353 - 2360 of the Italian Civil Code, in Commentary on the Italian Civil Code by Alpa - Mariconda, IPSOA, 2006