Shearman & Sterling represented Banca Sistema S.p.A. in connection with the initial public offering and concurrent listing of its ordinary shares on the Mercato Telematico Azionario – STAR Segment organized and managed by Borsa Italiana S.p.A.
Banca Sistema is a fast-growing independent banking group operating in the Italian specialty finance sector, focusing primarily on factoring of receivables from the Italian Public Administrations. With main offices in Milan, Rome and London, Banca Sistema mainly provides financing and liquidity solutions to domestic and multinational corporates as well as small and medium-sized enterprises by acquiring, at a discount to face value, healthcare, commercial and VAT receivables owed by the PAs. Banca Sistema is also active in the purchasing and management of non-performing financial and trade receivables as well as management and debt recovery from individuals.
The global offering of the ordinary shares of Banca Sistema included a retail offering in Italy, an offering outside the United States to certain institutional investors in reliance on Regulation S, and an institutional offering in the United States only to QIBs, as defined in and in reliance on Rule 144A. Barclays acted as sole global coordinator and, together with Banca Akros (which also acted as Lead Manager for the retail offering), Intermonte and Jefferies, as joint bookrunner of the global offering.
The offering was so successful with investors that demand exceeded the number of shares offered by 2.1 times and it successfully priced on Monday, June 29, 2015 despite the turmoil in the European capital markets in the wake of the most recent spike in the Greek crisis. Approximately 90% of the offered shares were successfully allocated with institutional investors outside of Italy.
The first day of trading of Banca Sistema ordinary shares on the Mercato Telematico Azionario – STAR Segment of the Italian Stock Exchange was July 2, 2015. The market capitalization of Banca Sistema as of the first day of trading was €302 million.
The Shearman & Sterling team was led by partner Tobia Croff (Milan-Capital Markets), counsel Emanuele Trucco (Milan-Capital Markets) and associate Camilla Zanetti (Rome-Capital Markets), as well as international trainees Carmelo Contente and Camilla Di Matteo (both Rome-Capital Markets), with support from partners Mei Lian (London-European Finance) and Kristen Garry (Washington, DC-Tax) and counsel Simon Letherman (London-Tax). Associates involved in this transaction included Kammy Lai (Washington, DC-Tax), Eric Jonathan Ho (NY-Finance), Boris Telyatnikov (London-Litigation) and Leona McManus and Gabriel Ng (both London-Finance). 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.