Tommaso Tosi is counsel in the Milan Corporate Group.
He focuses on the areas of Mergers & Acquisitions, Capital Markets (with a focus on high yield deals), Private Equity and general corporate law.
Tommaso advises a variety of Italian and international corporations, investment banks and financial institutions in connection with domestic and cross-border transactions including equity or high yield/investment grade debt offers (Rule 144A and/or Regulation S), mergers and acquisitions, private equity transactions and corporate matters in general. He joined Shearman & Sterling in 2005 after a number of years in a leading U.S. firm in London and a leading Italian firm in Milan, where he gained considerable experience in domestic and cross-border private equity and corporate finance transactions.
- The initial purchasers in connection with KME AG’s €300 million offering (Rule 144A and Regulation S) of its 6¾% senior secured notes due 2023.
- The initial purchasers in connection with the Rule 144A/Reg S offering of €250 million Senior Notes due 2024 by Pro-Gest S.p.A.
- Cooperativa Muratori & Cementisti – C.M.C. di Ravenna Società Cooperativa (“CMC”) in connection with its Rule 144A/Regulation S offering of €325 million Senior Notes due 2023 and concurrent satisfaction and discharge and ultimate redemption of its existing €300 million Senior Notes due 2021.
- Nuovo Trasporto Viaggiatori in its debut issuance of €550 million Senior Secured Floating Rate Notes due 2023 and related €160 million Credit Facilities Agreement (144A/Reg S) and in connection with its subsequent satisfaction and discharge and ultimate redemption of such notes and concurrent overall refinancing transaction.
- Cooperativa Muratori & Cementisti-C.M.C. di Ravenna Società Cooperativa (CMC) on its €250 million high yield bond offering. The €250 million senior notes mature in 2022 and have a fixed coupon of 6.875%.
- General Electric in its corporate reorganization of its oil & gas business.
- JP Morgan and UniCredit as Initial Purchasers for the proposed issuance by CMF, an affiliate of Manutencoop Facility Management, of €420 million Senior Secured Notes due 2022 and related €50 million Revolving Credit Facility (144A/Reg S).
- Silversea Cruise Holding Ltd. in the offering of $550 million aggregate principal amount of 7.250% senior secured notes due 2025.
- Ubi Banca on the international aspects of its €400 million rights offering (Rule 144A/Reg S).
- Veneto Banca S.p.A. on the international aspects of its €1.0 billion capital increase.
- The underwriters, led by Bank of America-Merrill Lynch, Citigroup, Banca IMI, Mediobanca and Unicredit, with respect to the international aspects of Poste Italiane’s 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.
- Tecnocap S.p.A. in its first secured minibond listed on the ExtraMOT PRO.
- The initial purchasers, in €110 million 7.625% Senior Secured Notes due 2018 offering by Snai S.p.A (Snai) in connection with Snai's acquisition of the Cogemat Group.
- J.P. Morgan Securities p.l.c. acting as dealer manager in connection with Manutencoop S.p.A. tender offer (up to €80,000,000) on its €425,000,000 Senior Secured Notes 8.50% due 2020.
- Credit Suisse Securities (USA) LLC, Barclays Bank PLC and Citigroup Global Markets Limited as representatives of the several initial purchasers in connection with GTECH’s offering of $5.2 billion (equivalent) of temporary senior secured notes, comprising: $600 million aggregate principal amount of 5.625% senior secured notes due 2020, $1,500 million aggregate principal amount of 6.250% senior secured notes due 2022, $1,100 million aggregate principal amount of 6.500% senior secured notes due 2025, €700 million aggregate principal amount of 4.125% senior secured notes due 2020 and €850 million aggregate principal amount of 4.750% senior secured notes due 2023.
- Alerion Clean Power S.p.A.in connection with its offering of €130 million 6.00% unsecured notes due 2022.
- Credit Suisse (acting as solicitation agent) in connection with GTECH S.p.A. liability management activities (consent solicitation and tender offer on outstanding bonds).
- TREVI-Finanziaria Industriale S.p.A. in connection with the international aspects of its €200 million rights offering.
- Credit Suisse, Barclays and Citigroup in the approximate $9 billion cross-border acquisition by GTECH S.p.A. of Dallas-based International Game Technology (IGT) and the simultaneous delisting and reorganization of the Gtech Group.
- Cooperativa Muratori & Cementisti – C.M.C. di Ravenna Società Cooperativa (“CMC”) in connection with CMC’s Rule 144A and Regulation S €300 million 7.500% senior notes due 2021. CMC is the first Italian cooperative company to directly issue this type of debt instrument.
- The Dover Group in the acquisition of 100% of the share capital of MS Printing Solutions S.r.l., a company specializing in the manufacture of special printers for clothing and other materials, and certain other related assets.
- UBS in connection with the negotiation and execution of a mandate agreement to act as mandated independent financial intermediary acting on behalf of ENI S.p.A. in connection with the ENI S.p.A. share buyback plan.
- Astaldi S.p.A. in the initial issuance of its €500 million 7.125% senior notes due 2020 and in the ensuing tap issuances of additional €100 million and €150 million 7.125% senior notes due 2020 (Rule 144 and Reg S).
- J.P. Morgan Securities plc, Banca IMI S.p.A., UniCredit Bank AG and Deutsche Bank AG, London Branch, in connection with the €320,000,000 7.625% Senior Secured Notes due 2018 and €160,000,000 12.000% senior subordinated due 2018 by SNAI S.p.A. (Rule 144A/Regulation S tranches).
- General Electric in its acquisition of the aviation business of Avio S.p.A., an Italy-based manufacturer of aviation propulsion components and systems for civil and military aircraft, for $4.3 billion.
- J.P. Morgan Securities plc, UniCredit Bank AG, Banca IMI S.p.A. and Mediobanca-Banca di Credito Finanziario S.p.A. in connection with the €425,000,000 8.5% senior secured notes due 2020 by Manutencoop Facility Management S.p.A. (Rule 144A/Regulation S tranches).
- International Chemical Investors Group (ICIG) in numerous acquisitions in Italy, including among the most recent transactions (i) the acquisition of the pharmaceutical ingredients activities of Tessenderlo Group, including Farchemia S.r.l. (in Italy) and Calaire Chimie (in France), (ii) the acquisition of Tessenderlo Partecipazioni S.p.A., (iii) the acquisition of the entire production business of the AstraZeneca Group in Italy, (iv) the acquisition from Bristol Myers-Squibb of the pharmaceutical business located in Sermoneta (Latina), (v) the acquisition from the Mitsubishi Group of 100% of the share capital of Miteni S.p.A. (former joint venture between Mitsubishi and ENI), a leading manufacturer and supplier of fluorine intermediates and specialty chemicals products.
- Mubadala Development Company in connection with its investments in Italy including (i) the restructuring of its Italian investments in the aerospace industry, and (ii) the sale of its interest in Ferrari S.p.A., following Fiat S.p.A. exercise of its call option right.
- The shareholders of Infront Sports & Media on the company’s sale to European private equity firm Bridgepoint. Infront represents more than 120 sports rights holders including seven national football federations, leagues such as the Italian Lega Calcio and clubs such as AC Milan. The company also handles events such as the FIFA World Cup and the FIM Superbike World Championship.
- Dow Italia Divisione Commerciale S.r.l in connection with numerous asset sale transactions (part of overall global transactions), including, among the most recent ones (i) the sale to Braskem of a business unit operating in the marketing and distribution of products made of polypropylene; (ii) and the sale of the plastic, rubber and latex related businesses to Styron Italia S.r.l., as part of a global transaction pursuant to which Bain Capital acquired the Styron Unit of Dow Chemical for $1.63 billion.
- International Chemical Investors Group in the negotiation and execution with Genzyme Corporation of a supply agreement relating to chemical and pharmaceutical products as part of the acquisition by International Chemical Investors Group of a Swiss subsidiary of Genzyme Corporation.
- Aabar Infrastructure GmbH, a company wholly owned by Aabar Investments PJSC of Abu Dhabi, in two block-trade transactions through which Aabar Infrastructure GmbH divested its entire interest in Atlantia S.p.A. (holding company of Autostrade per l’Italia, Italy’s largest motorway builder and operator, listed on the Milan stock exchange).
- The Allianz Group in numerous key transactions including the representation of (i) Allianz SE and Allianz Bank in the sale of RASfin Sim to Gruppo Banca Leonardo; (ii) Allianz AG in the acquisition of all of the shares of RAS that it did not already own and the proposed subsequent merger of RAS into Allianz AG to form a European Company; and (iii) Allianz SE in connection with the closing of the merger with RAS and the concurrent listing of Allianz SE shares on the MTA International, the first listing of a Societas Europaea (European Company) in Italy.
- Credit Suisse Securities (USA) LLC, Barclays Bank PLC and Itau BBA USA Securities, Inc. as initial purchasers in a high yield bonds offering of $300 million senior notes due 2019 issued by Codere Finance (Luxembourg) S.A.
- Banca IMI S.p.A., Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch, Merrill Lynch International and UniCredit Bank AG in connection with an issue of €500 million 3.500% guaranteed bonds due 5 March 2020 by Lottomatica Group S.p.A.The bonds were guaranteed by GTECH Corporation, GTECH Holdings Corporation, GTECH Rhode Island LLC and Invest Games S.A.
- Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd., Mediobanca – Banca di Credito Finanziario S.p.A., Société Générale and UniCredit Bank AG as joint lead managers and representatives of several managers in connection with an issue of €500 million 5.375 per cent guaranteed notes due 2 February 2018 by Lottomatica Group S.p.A. (“Lottomatica”).The notes were guaranteed by GTECH Corporation, GTECH Holdings Corporation, GTECH Rhode Island Corporation and Invest Games S.A.
- Banca IMI, Calyon Crédit Agricole CIB, The Royal Bank of Scotland and UniCredit Group in connection with the offering of €750 million 5.375% guaranteed notes (due on December 5, 2016) by Lottomatica Group S.p.A.
- GFKL Financial Services AG in the sale of its shareholding in Locam S.p.A. (representing 100% of the share capital of Locam), an Italian registered financial intermediary, including the negotiation of various ancillary agreements (certain assignment of agreements and assignment of receivables).
- EuroCape New Energy Limited in the negotiation of an investment and development framework agreement and the ensuing acquisition of four wind farm projects in Italy.
- Intercom (a Renolit AG subsidiary) in its ordinary and extraordinary corporate activities.
- Credit Suisse and Goldman Sachs, acting as Joint Lead Underwriters, in connection with Lottomatica’s €1,460 million rights offering (public offer in Italy, with Regulation S offshore tranche and 4(2) private placement in the U.S.).
- Credit Suisse Securities (Europe) in the listing and Regulation S institutional offering of shares and warrants of Investimenti e Sviluppo Mediterraneo, one of the first investment companies to be listed on Borsa Italiana.
- Banca Caboto in the initial public offering of Pramac and the listing of its ordinary shares on the Expandi segment of Borsa Italiana (Reg S).
- Bunge Italia in the restructuring of its internal governance and management structure (board of directors and key officers).
- GTECH Corporation in the reorganization of its Italian activities.
- Renolit AG in connection with the acquisition and reorganization of certain Italian vehicles.
- Bridgepoint Capital in the acquisition of a majority stake in SEA, leader in the manufacture of campers and auto-caravans, as well as in other general corporate transactions.
- Carlyle in connection with the Italian portion of their acquisition of the Wall Street Institute.
- Faber’s shareholders in the sale of their participations to Franke.
- Credit Suisse First Boston in their acquisition of a significant minority interest in Safilo S.p.A.
- Credit Suisse First Boston in connection with Barry Callebaut’s 144A high yield offering listed on the Zurich stock exchange.
- Pirelli Real Estate in its initial public offering pursuant to Regulation S and listing on the Milan stock exchange.
- De Longhi S.p.A in its initial public offering pursuant to Rule 144A and Regulation S and listing on the Milan stock exchange.
University of Chicago Law School
Università degli Studi di Parma
Laurea in Giurisprudenza, (J.D. equivalent), magna cum laude
- Member of the New York State Bar Association