November 26th, 2014
Managing Innovation: When to Exit, if You Can
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This document has been prepared by CMC Capital LLP solely for the information of the person to whom it has been delivered. The information contained herein is strictly confidential and is only for the use of the person to whom it is sent. The information contained herein may not be reproduced, distributed or published by any recipient for any purpose without the prior written consent of CMC Capital LLP. CMC Capital LLP is authorised and regulated by the Financial Conduct Authority. This document is not intended as an offer or solicitation with respect to the purchase or sale of any security. CMC Capital LLP is not hereby providing advice as to the merits or otherwise of any investment and is not hereby arranging or agreeing to arrange any transaction in any investment whatsoever or otherwise undertaking any regulated activity. The information herein is for general guidance only, and it is the responsibility of any person in possession of this document to inform themselves of, and observe, all applicable laws and regulations of any relevant jurisdiction. This information is not intended to provide and should not be relied upon for accounting, legal or tax advice or investment recommendations. You should consult your tax, legal, accounting or other advisors about issues discussed herein. The descriptions contained herein are a summary of certain proposed terms and are not intended to be complete. No reliance may be placed for any purpose on the information and opinions contained in this document or their accuracy or completeness. No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information or opinions contained in this document by any of CMC Capital LLP, its members, employees or affiliates and no liability is accepted by such persons for the accuracy or completeness of any such information or opinions, and nothing contained herein shall be relied upon as a promise or representation whether as to past or future performance. This document is not intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
Disclaimer
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Table of Contents
1. A Successful Exit: The Pirelli Optical Technologies Case
2. The Theory of Exit
A. Prysmian IPO
B. Ferretti Dual Track
3. A Non Exit: The Netsystem.com Case
Appendix
A. Introduction to CMC Capital
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1. A Successful Exit: The Pirelli Optical Technologies Case
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67.51%
90%
Pirelli Group as of December 31, 1998
Source: AR 1998, Pirelli S.p.A.
Tyres
Pirelli & C.
Pirelli Tyre Holding N.V.
Pirelli Cavi e Sistemi S.p.A.
Société Internationale
Pirelli Ltd
Cables and Systems
39.49%
100% 99.81%
90%
6.53%
Revenues: €2,695m Gross Op. Profit: €339m
Revenues: €2,787m Gross Op. Profit: €391m
In early 1999, we approached Pirelli to present a
strategic overview of the Group, active in both tyres and
cables & systems
The Cables & System division had developed a world-
leading technology in optical telecommunications
system, with research starting in the early 1990s
The sector was booming and many start-up companies in
the US were being listed or bought by larger corporations
We correctly identified the value of those emerging
technologies and focused on that asset
Focus on Optical Technologies
Optical Technologies
Division
Photonics sector projects (1999): • Development and supply, for the
telecom network of American customers, of a new dense wavelenght division multiplexing system (DWDM) for optic communications
• Development and installation of an optical system for submarine transmission with remote pumping (no submerged active repeaters)
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The Optical Technologies Division
Optical Components Optical Systems Final Customers
(Sprint, AT&T, Global Crossing, Telecom Italia, Deutsche Telecom
etc.)
• Products: optical components to be used in transmission systems and Metropolitan Area Networks
• Client Type: telecom equipment manufacturers
• In 1999, the division only delivered products to its own systems
• IP: proprietary
• Products: terrestrial and submarine optical transmission systems (incl. optical amplifiers)
• Client Type: telecom carriers (incumbent, OLOs, ALTNETs)
• In 1999, the division had only one customer with an expected revenues of ca. $250m
• IP: proprietary
• Competitors: small start-up companies, such as JDS Fitel, UNIPHASE, E-TEK, Avanex
• Competitors: large telecom equipment manufacturers (Tellabs, Cisco, Marconi, Nortel, Alcatel etc.)
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Pirelli Sells the Systems Division to Cisco – December 20, 1999
Pirelli Cavi e Sistemi S.p.A.
Cables and Systems
Optical Technologies
Division
Optical Components
Terrestrial Optical
Transmission Systems
EV: $2.1b (8.5x sales)
2.3
2.6
2.9
7-Dec 13-Dec 17-Dec 23-Dec 29-Dec
Pirelli FTSE-MIB
100%
90%
1. Rebased to Pirelli’s price as of 07/12/1999
1
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Pirelli Sells the Components Division to Corning – September 27, 2000
Optical Technologies
Division
Optical Components
EV: $4b (160x sales)
$25m supply contract to Cisco 130 R&D engineers
2.4
2.8
3.2
14-Sep 20-Sep 26-Sep 2-Oct 8-Oct
Pirelli FTSE-MIB
Pirelli Cavi e Sistemi S.p.A.
Cables and Systems
100%
90%
1. Rebased to Pirelli’s price as of 14/09/ 1999
1
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Pirelli’s Share Performance Between 1999 and 2001
Rebased to Pirelli’s Price as of 01/01/1999 – Logarithmic Scale (Base 10)
Source: Thomson Reuters
Optical Technologies’ include: JDS Fitel, Uniphase, E-Tek, Corning, Finisar, Nortel Network, Oplink
1.0
50.0
Jan-99 Mar-99 Jun-99 Sep-99 Dec-99 Mar-00 Jun-00 Sep-00 Dec-00 Mar-01
Pirelli FTSE-MIB Nasdaq Optical Technologies'
+96%
-70%
+506%
Deal with Cisco
Deal with Corning
-71%
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2. The Theory of Exit
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Options
Disposal on M&A market
Listing
Objective Maximise return on the investment
Maximise exit price
Considerations
Best buyer is whoever recognises the highest price
Who is going to buy the company at a higher price? The investor on the stock market or the
investor in the M&A market?
Which multiples are higher: trading or transaction?
Company and industry analysis required to find the best buyer and determine how to
maximise valuation
Who is the Best Buyer?
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Size
Institutional Investors require liquidity in the trading of the shares
A minimum float/offer size of €100-150m is required for a successful listing on any stock exchange main board
Minimum offer size, given a sector trading multiples and profitability margin , drives minimum revenues, EBITDA and net
income
Equity Story
Leading market position
Growing industry
Solid Business Model and Clear Strategic Vision
Defined Action Plan to execute strategy and drive growth in the years following the IPO
Financial Performance able to pay for a minimum dividend and growth capex
Proven Management Team
Market Condition
Stable Equity Markets receptive to new
offerings
Number and value of IPOs varies
significantly in time and is linked with
stock market performance
The chart shows clearly that European
IPOs value varied between €8-13bn
from April to July 2011, dropping to
zero from August 2011 to July 2012
following the sovereign crisis : no IPO
happened with Stoxx600 below 260 Source: Dealogic and Bloomberg
What Are the Requirements to List a Company?
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Industrial Buyers’ Rationale for M&A
Often a market leader
Typically no more opportunities of internal growth
Looking for external growth strategies
Likely to become a natural industry consolidator
Defensive M&A: seeking cost synergies in a declining market
Opportunities Sought
New products/brands to be distributed through their global distribution network (e.g.: Cisco in the
’90s or LVMH recently with the acquisitions of Bulgari and Loro Piana)
New markets where to sell their products (e.g.: the acquisition of Olympic Group by Electrolux in
2011)
Adjacent industries where to start operating with a significant market share (e.g.: the acquisition of
Invensys by Schneider to enter the industrial automation in 2013)
Cost synergies (e.g: the acquisition of Draka by Prysmian in 2011
Is There any Industrial Buyer?
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Typically interested in companies with strong growth opportunities or large and stable cash flows
In the first case, valuation likely to be similar to institutional investors in the stock market
In the second case, the ability of the PE fund to tolerate high levels of debt in its portfolio companies
allows the fund to pay a higher price than stock market investors
If the company is already owned by a PE/VC fund, the disposal to another fund (secondary buy-out) is more
difficult:
What is the value added of the new fund?
Why invest if all the juice has already been exploited during the first buy-out?
Is There any other Private Equity Fund Interested in the Deal?
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Funded as Pirelli’s cables division in 1879
In 2005, Pirelli sold to Goldman Sachs Capital Partners its cables division (deal value: €1,300m), which was renamed
“Prysmian”, with a leveraged buy-out
In 2007, after a two-year industrial restructuring, Goldman prepared for an exit which was to provide a considerable capital
gain. At the beginning of 2007, Prysmian was:
Too big to be bought by a competitor (General Cable had just concluded a big acquisition and didn’t have the financial
resources to buy Prysmian; Nexans couldn’t buy it for market concentration reasons) or by a big industrial
conglomerate
Too big for many PE funds; the few possible acquirers didn’t want to buy a company they didn’t manage to buy in 2005
and in which GS was to realise a 9x capital gain on the initial investment
Extremely attractive for the stock market for its leadership position in a growing industry, its successful management
and its industry consolidation strategy that would have benefited from the possibility of paying for future acquisitions
in listed stock
On the basis of these considerations, Goldman Sachs Capital Partners’ decision to exit Prysmian via an IPO in 2007 seems the
most reasonable one
Prysmian IPO
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Dual Track
An exit methodology aimed at achieving an higher valuation by maximising competitive tension
across the IPO and M&A markets
It consists in creating two simultaneous paths to sell the company: an IPO path and an auction among
industrial or financial buyers interested in acquiring the whole company
Dual track was chosen by Permira in 2006 to sell the Ferretti Group, the world leader in the
production of luxury yachts
Permira’s Investment in Ferretti
Permira bought in 1998 a 60% stock in Ferretti, at a deal price of €12m
In June 2000, Ferretti was listed with a market capitalisation of €380m, to allow Permira a partial exit
and to collect new resources for growth
In June 2002, Permira, Norberto Ferretti and the management team sponsored a PTO on the whole
equity at €670m and de-listed the company.
Ferretti continued to grow in the following years both internally and by acquisitions (Morini in 2002
and Itama in 2004)
At the beginning of 2006, Permira started to consider a possible disposal of its stock in Ferretti Group
Ferretti Dual Track (1/3)
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Exit Considerations
The company continued to have double-digit growth rates: visibility on next year’s results was key to maximise valuation
The timeline had to be designed on the basis of the company’s seasonality to allow potential buyers to get adequate information on expected results
Exit procedure had to take into consideration the optimal timeline, the company’s dimension (was it sufficient for an IPO?) and the peculiarities of potential buyers identified
Ferretti Dual Track (2/3)
Key Value of Time
In Ferretti’s case, as in general for shipbuilding companies, business seasonality is so crucial that the financial year ends on August, 31 instead of December, 31
This happens because the company collects orders for the yachts in boatshows that take place in Autumn (Montecarlo, Genova and Fort Lauderdale contribute for ¾ on the total orders), the production takes place between November and April and the delivery is on May-June, to allow customers to use the product during the summer
During a rapid growth spurt as in 2006, it was essential to structure the deal in order to have the signing of the Sale and Purchese Agreement immediately after the Autumn fairs;
In this way, the buyer would have a clear vision both of the overall situation (as of the Annual Report closed at 31/08) and of the results of the following year, easily predictable as the order book has already been completed
Moreover, the boatshows would have offered the chance for the seller to organize ad-hoc events for potential buyers, in order to:
Involve potential buyers in the luxury yachts environment
Convey the idea of a trophy asset to potential buyers
Verify the interest of potential buyers on the basis of seniority of the events’ participant
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The Listing Option
In Ferretti’s case, IPO was an option: the company had already been listed 6 years before
The listing was then credible both to the stock market and to the potential buyers
Preparing for an IPO would have led to two additional useful effects in an M&A deal:
It would have led to the collection of all the company’s information in a data room and in a prospectus without stakeholders being alerted to a potential sale of the whole company
It would have encouraged potential buyers to make an offer (without any solicitation by the vendor) on the basis of rumours of an IPO: this would have allowed Permira to have a high bargaining power with these counterparties
In spring 2006, Permira started the procedure for a listing, asking the advisors to prepare the required documents
In May, following the first rumours, some potential buyers approached the company
In October, after the completion of the listing prospectus, Candover, PAI Partners, Clessidra, Investindustrial and BC Partners were in competition for the acquisition of Ferretti, having received enough information to allow a preliminary valuation and having taken part in the principal boatshows during the year
On October, 27 Permira announced to have sold a majority stake in Ferretti to Candover Group for €1.7b (€1.2b of which were financed by Mediobanca and RBS)
Candover, which had recently opened an Italian branch of its offices and had not made any investment yet, paid a 12.7x EBITDA multiple price, widely higher than the comparables average, which was about 8.8x
Ferretti Dual Track (3/3)
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Indicative Timeline of an IPO and Sellside Process
Sellside Process Timeline
T=0
T+2m
T+2/3m
T+3m
T+3.5/4m
T+4/4.5m
IPO Process
Anchor Marketing: 10-15 select institutions visited
Start of IPO process: kick-off meeting, commence prospectus drafting, JGCs conduct due diligence
Filing of draft prospectus to Stock Exchange Company presentation to syndicate research analysts (prospectus and
data room already completed)
Management Roadshow: global 10 day process Bookbuilding
Draft prospectus published
End of the roadshow and IPO pricing: The SPA is signed
End of due diligence process Interested parties submit binding offers
Circulate research to investors
Investor education: syndicate analysts visit investors with research
The info pack (draft prospectus and research analysts’ presentation) is sent out to selected buyers
Non-binding offers received
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3. A Non Exit: The Netsystem.com Case
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In early 2000 we were approached by Netsystem, a start-up company operating in the provision of broadband Internet
services by satellite, which was seeking to complete an IPO
The company intended to offer broadband services to out-of-town household unable to receive ADSL signals
After an in-depth technology due diligence session, we correctly assessed the technology was unable to meet customers’
demand and advised not to accept the IPO mandate
Satellite systems typically operated at the time in the broadcasting of signals, typical of TV channels, rather than in the
narrowcasting typical of the Internet.
There was a mismatch between the state of the technology and the market it intended to conquer
Netsystem selected other banks as global co-ordinators but was unable to ever complete an IPO or to be successful in the
market
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Appendix A. Introduction to CMC Capital
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Firm overview
Introduction to CMC Capital
CMC Capital (“CMCC”) is a corporate finance boutique, specialising in the provision of partner-led, independent, strategic and corporate finance advice to corporate leaders seeking to maximise the financial well being of their business and to identify, analyse and execute value creation opportunities
CMCC was founded in 2012 by a group of experienced investment bankers with previous leadership roles at Credit Suisse and Merrill Lynch; it currently operates with six partners:
Carlo Calabria, formerly Vice Chairman of Bank of America Merrill Lynch’s Global Corporate and Investment Banking Division
Enrico Chiapparoli, formerly Head of Italian Investment Banking at Bank of America Merrill Lynch
Stefano Soldi, formerly at Bank of America Merrill Lynch as Director of Southern European Energy and Power group
Luca Fornoni, formerly Deputy General Manager of UBM Spa, Unicredit’s Investment Banking division
Alberto Bellora, formerly Head of Italian Equity at Unicredit
Debora Del Favero, formerly Head of Oil & Gas M&A at Credit Suisse
The team is also enriched by the contribution of professionals who have joined from JP Morgan, Bank of America Merrill Lynch, Mediobanca, Lazard and other prestigious institutions
Our objective is to establish long-lasting relationships with our clients, based on high quality advice and effectiveness of execution. The Partners are committed to providing a discreet and confidential service and to align themselves solely to the interests of their clients. We recognise that every business has its individual qualities, expectations and requirements which is why we believe it is a prerequisite to present bespoke solutions based on solid fundamentals
Independence, integrity, innovative ideas and solutions coupled with relentless commitment to excellence and results are the bedrock of our business ethos
CMCC is present in London and Milan and is regulated by the Financial Conduct Authority
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Introduction to CMC Capital (cont’d)
Services provided
CMCC provides services in the following main areas:
Merger and Acquisitions and Strategic Financial Advisory: CMCC provides advice and support on mergers and acquisitions for mid-size companies and multi-nationals alike, who are seeking to buy or sell a business. CMC Capital works alongside management to develop global strategies, plan and execute strategic portfolio reviews, structure and execute capital raisings, identify joint venture and acquisition opportunities as well as exit strategies
Capital Structure Advisory: CMCC provides companies with advice on the optimal capital structure for their activities, including advice on the appropriate financial requirements of a business plan, and works alongside companies to negotiate terms with their providers of financing, including derivatives, in the normal course of business or during corporate debt restructuring procedures
IPO Advisory: CMCC advises companies and their shareholders in their approach to a stock market listing, including developing a business plan and equity story, selecting the global co-ordinator(s) of the offering and co-ordinating the entire process
Capital Raising: CMCC works with companies to raise external capital to finance their next phase of expansion. We will appraise the potential and feasibility of sourcing external capital to finance expansion and develop a business plan, financial projections and alternative funding structures
In addition, Carlo Calabria, Debora Del Favero and Enrico Chiapparoli have over 20 years of experience in chairing or participating in Fairness Opinion Committees of bulge-bracket firms and we intend to offer Fairness Opinion to our clients where appropriate and requested
In providing our services we are also pleased to co-operate with other financial advisers or strategic and management consultants
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Stefano Soldi
Introduction to CMC Capital Team
Prior to founding CMC Capital, Mr Calabria was Vice Chairman of Bank of America Merrill Lynch’s Global Corporate and Investment Banking Division. Mr Calabria joined Merrill Lynch in 2006 as Head of International Mergers & Acquisitions. During his tenure at Merrill Lynch his team consistently ranked in the top 5 in Dealogic M&A league tables and also topped the table under his stewardship
Prior to joining Merrill Lynch, Mr Calabria worked at Credit Suisse, where he was Co-Chairman of the Advisory Group and Head of European M&A. He was also a Member of the Executive Committee of the Investment Banking Division
Mr Calabria started his career in Investment Banking with Morgan Grenfell & Co. Limited
During his 28 year career and as leader of two bulge bracket International M&A teams, Mr Calabria has accumulated extensive advisory experience across different industries and geography: among others, he acted in the defence/sale of Telecom Italia to Olivetti ($60bn), Endesa to Acciona and Enel ($53bn), Arcelor to Mittal ($27bn) and Portugal Telecom from hostile bid of Sonae.com ($16.8bn)
Mr Calabria has a MA in Economics and Business from La Sapienza University in Rome
Carlo Calabria Enrico Chiapparoli
Prior to joining CMC Capital in November 2012, Enrico was Head of Investment Banking Italy & Chairman of EMEA Automotive at Bank of America Merrill Lynch. Prior to these roles, he served as Head of M&A Italy and had coverage responsibility for the Capital Goods industry in EMEA. He started his career at Merrill Lynch in 1995 and worked in Milan, London, Singapore and Seoul
In his 19-year career, he has advised clients on noteworthy strategic transactions and financings, a number of which received "Deal of the Year" awards. He has worked on over $50bn worth of transactions with companies such as A2A, Abertis, Alitalia, Apax, Atlantia, Autogrill, Avis Europe, Benetton Group, Buzzi Unicem, Chrysler, Cisco, CNH, Corning, De Agostini, ENEL, Exor, F2i, FCC, Ferrari, Fiat, Fininvest, Finmeccanica, Geox, Hera, Holcim, Hyundai Electronics, Italcementi, Permira, Pirelli, RAI, RCS, Reno de Medici, Roberto Cavalli, STMicroelectronics, Telecom Italia and Italy’s Treasury
Enrico is a member of the Screening Committee of Italian Angels for Growth (IAG), Italy’s largest network of business angels, and is a Director in two IAG portfolio companies
Mr Chiapparoli holds a BSc degree in International Economics from Bocconi University and graduated from the General Management Program at Harvard Business School
Prior to joining CMC Capital in June 2012, Mr Soldi was a Director in the Investment Banking Division of Bank of America Merrill Lynch, responsible for the origination and execution of multi-products transactions in the Energy & Power space in Italy and across Southern Europe
In this role, Mr Soldi advised clients on several transactions, including, amongst others, the acquisition of Endesa by Enel and Acciona, the acquisition of several gas distribution networks by F2i and AXA Private Equity and the associated acquisition financings, the reorganisation of Edison shareholding structure by A2A and EDF, the advisory to Verbund on Sorgenia, the advisory to ERG Renew on the public tender offer launched by ERG, the IPO of Enel Green Power, the acquisition of the Terna photovoltaic fleet by Terra Firma, the merger between ASM Brescia and AEM Milan and the advisory to A2A on the acquisition of selected conventional generation assets of Endesa Italia as well as the 2009 capital increases of Enel and Snam Rete Gas
Mr Soldi has a degree in Economics and Business Administration from Luigi Bocconi University in Milan and a Masters in Finance from London Business School
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Luca Fornoni
Prior to joining CMC Capital, Ms Del Favero was a Managing Director (based in London and New York) in the Investment Banking Division of Credit Suisse, responsible for the origination and execution of M&A transactions in the Energy group. Ms Del Favero was also a Member of the Executive Committee of the Investment Banking Division. During her early career at Credit Suisse, Ms Del Favero was a member of the Capital Markets Group where she focused on debt (bond and bank), equity and equity linked origination for Italian clients
Ms Del Favero began her career at Analitica in Milan, where she was an Equity Research Analyst
Ms Del Favero has a degree in Economics and Business Administration from Luigi Bocconi University in Milan
Before joining CMCC, Mr Bellora was a founding partner of the Italian advisory business at Method Investments & Advisors Ltd
Previously, he was Head of Italian Equity at UniCredit, where he managed Equity Institutional Coverage, Trading and Brokerage. He was member of Equities Operating Committee and UniCredit Group Leadership Committee. He worked on the institutional distribution and origination of multiple transactions with Italian corporate, Italian local authorities and Sovereign Wealth Funds
From 1997 to 2006, Mr Bellora was heading the Italian Equities division at Merrill Lynch where he supervised Italian Equities and coordinated local Equity Research. He had key roles for high profile IPOs and privatisations, including Tod's, Poltrona Frau, Finmeccanica and ENEL
He started as trader of the Milan Stock Exchange and managed various teams at San Martino SIM, Intermonte - Cimo SIM and Albertini SocGen SIM
Mr Bellora holds a Degree in Economics and Finance from the Università Cattolica
Introduction to CMC Capital Team (cont’d)
Before joining CMCC, Mr Fornoni founded the Italian advisory business of Method Investments & Advisors Ltd
Before that, he was 15 years at Unicredit Group, where he covered different positions until February 2003, when he became Deputy General Manager of UBM S.p.A., the Investment Bank arm of UniCredit Group. Before that, he was co-head of the Corporate Solution Group, member of the Executive Committee of UBM and co-head of Corporate Banking Area which included Large Corporate and Multinational Coverage, Loan Syndication and CorporateLab
Before 1997, Mr Fornoni covered senior positions at Deustche Bank, CSFB, Citibank and Gemina
Mr Fornoni holds a Master Degree with Honours from Bocconi University Milan
Debora Del Favero Alberto Bellora
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Selected Assignments in the Public Domain
Advisory
AXA Private Equity: Advising on the potential acquisition of oil infrastructures
Banca Popolare dell'Etruria: Advised the Finance Department and the Board of Directors on the terms of a proposed €100m rights issue
Kedrion: Advised Investitori Associati on the sale of its minority stake in the company
Telecom Italia: Advised the Company on a potential merger with H3G (withdrawn)
Enel Green Power: Advising on its participation to South Africa renewable tenders
Cascades: Advised the Company on strategic alternatives for its European assets
Listed Company: Advised on the potential sale of certain assets (withdrawn) LISTED
COMPANY
Hera: Advised Hera on the integration with AMGA Udine
Debt Restructuring
Interporto Campano: Advising on ca. €350m debt restructuring
Vulcano Buono: Advising on ca. €200m debt restructuring
CIS: Advising on ca. €250m debt restructuring
Moncada Energy Group: Advising on ca. €150m debt restructuring
Intesa, UniCredit and Pirelli: Advising in relation to their debt and equity interest in Prelios
http://www.enelgreenpower.com/en-GB/http://www.google.it/url?sa=i&rct=j&q=&source=images&cd=&cad=rja&docid=iFunFlMc8OyNvM&tbnid=Od5kI_SkkWY5PM:&ved=0CAUQjRw&url=http://www.logicampania.it/it/soci_interporto.html&ei=Nb7BUeTRJtSS0AWB5ICQCw&bvm=bv.47883778,d.ZG4&psig=AFQjCNHAr0lGFV8DBskoz5CXpZ5qm1vvVA&ust=1371737996625006http://www.google.it/url?sa=i&rct=j&q=&source=images&cd=&cad=rja&docid=jgKz-qL4EnOMcM&tbnid=KjidxRurTHHhJM:&ved=0CAUQjRw&url=http://magazine.cisnet.it/il_distretto/il-ministro-fabrizio-barca-in-visita-al-distretto-cis-interporto-campano/&ei=JL7BUZznKKnM0QXrsoHoCw&bvm=bv.47883778,d.ZG4&psig=AFQjCNHAr0lGFV8DBskoz5CXpZ5qm1vvVA&ust=1371737996625006