Shearman & Sterling acted as counsel to Banca Carige - Cassa di Risparmio di Genova e Imperia (Banca Carige) in connection with its €800 million rights issue. Mediobanca is acting as global coordinator; Citigroup, Credit Suisse, Deutsche Bank, and UniCredit are acting as co-global coordinators; Commerzbank, Nomura, and Santander are acting, together with the global coordinator and the co-global coordinators, as joint bookrunners; and Banca Akros, Banca Aletti, and Intermonte SIM are acting as co-lead managers on this transaction.
The offering by Banca Carige of 7,992,888,534 new ordinary shares, pursuant to transferable pre-emptive subscription rights granted to existing holders of ordinary shares and convertible savings shares, includes a retail offering in Italy and an offering outside the United States to certain institutional investors in reliance on Regulation S under the US Securities Act of 1933. The offering was successfully 99.9% subscribed by the Banca Carige existing holders of ordinary shares and convertible savings shares.
Banca Carige’s roots go back to 1483 with the Monte di Pietà di Genova. The Carige group is a financial conglomerate with operations in the various sectors of credit and financial intermediation, operating predominantly in the banking sector and concentrating mainly on retail customers and small and medium-sized enterprises. Banca Carige intends to use the proceeds of the offering to strengthen its capital structure in order to satisfy higher capital adequacy requirements.
The transaction represents the latest in a number of major recapitalization transactions launched by Italian financial institutions in recent years on which Shearman & Sterling acted as counsel.
The Shearman & Sterling team was led by partner Tobia Croff (Milan-Capital Markets), assisted by counsel Emanuele Trucco (Milan-Capital Markets), associates Marco Barbi, Gaetano Petroni (both Milan-Capital Markets), and Giovanni Cirelli (Rome-Capital Markets), and trainees Carmelo Contente (Rome-Capital Markets), Nicolò Antonio Miglio (Milan-Capital Markets) and Mattia Soldan (Rome-Capital Markets).