Shearman & Sterling acted as counsel to Banca Carige - Cassa di Risparmio di Genova e Imperia (Banca Carige) in connection with its €850 million rights issue completed on June 29, 2015.
Mediobanca acted acting as global coordinator; BofA Merrill Lynch, Credit Suisse, Deutsche Bank, J.P. Morgan and UniCredit Corporate & Investment Banking acted as co-global coordinators; Commerzbank, Nomura, and Santander acted, together with the global coordinator and the co-global coordinators, as joint bookrunners; and Banca Akros, Banca Aletti, Equita SIM, Intermonte SIM, Stifel Nicolaus Europe Limited (trading as Keefe, Bruyette & Woods) acted as co-lead managers on this transaction.
The offering by Banca Carige of 726,216,456 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 99.83% 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 Banca Carige group is a financial conglomerate with operations in the various sectors of credit and financial intermediation, operating 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 rights offering to strengthen its regulatory capital structure in order to satisfy higher capital adequacy requirements resulting from the comprehensive assessment of the banking system conducted by the ECB in cooperation with the Bank of Italy.
The transaction follows the €800 million rights offering carried out by Banca Carige in June 2014 on which Shearman & Sterling also acted as issuer counsel and 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) and counsel Emanuele Trucco (Milan-Capital Markets), supported by associates Giovanni Cirelli (Rome-Capital Markets) and Gaetano Petroni (Milan-Capital Markets) and trainee Nicolò Antonio Miglio (Milan-Capital Markets). Partner Nathan Greene (New York-Investment Funds) and associates Nina Garnham and Nancy Hu (both London-Investment Funds) assisted with respect to the US Investment Company Act of 1940 aspects of the transaction.