The law firms involved in the acquisition of the Target Bridge Institutions by UBI Banca

Milan, 11 May 2017 – Pedersoli Studio Legale has advised UBI Banca in the acquisition of 100% corporate capital of Nuova Banca delle Marche, Nuova Banca dell’Etruria e del Lazio and Nuova Cassa di Risparmio di Chieti (the “Target Bridge Institutions”) by the National Resolution Fund.

The transaction is connected with the offer submitted by UBI Banca on 11 January 2017 and the relevant share and purchase agreement entered into on 18 January 2017 with the Bank of Italy, as governing institution and on behalf of the National Resolution Fund.

In particular, the acquisition has been executed upon fulfilment of the conditions precedent (including the necessary regulatory and antitrust clearances) to which the execution of the share and purchase agreement was subject. In this regard, it is pointed out that before closing, Nuova Banca delle Marche, Nuova Banca dell’Etruria e del Lazio and Nuova Cassa di Risparmio di Chieti (and certain companies controlled by the same) have transferred (in the context of securitisation transactions performed with Fondo Atlante and Credito Fondiario), a portfolio of NPLs approximately amounting to gross 2.2 billion Euro.

Pedersoli team providing legal assistance is composed of Carlo Pedersoli and Andrea Gandini (both Equity Partners), as well as Csaba Davide Jákó (Partner) in relation to corporate law matters, Davide Cacchioli (Equity Partner) and Alessandro Bardanzellu (Partner) as to antitrust e regulatory aspects, including Elena Marinucci, Valentina Canepa, Alessandra Fotticchia, Luca Rossi Provesi, Giulio Sandrelli and Paolo Manzoni.

The Bank of Italy has been advised at all stages of the transaction by Chiomenti, which has acted also for the “Target Bridge Institutions” in the securitisations of NPLs instrumental to the completion of the transaction,  represented by Filippo Modulo, Alessandro Portolano, Gregorio Consoli and Filippo Cecchetti (all Partners), supported by Eleonora Laurito, Maria Vittoria Marchiolo and Benedetto La Russa.

BonelliErede has advised the “Target Bridge Institutions” with a team led by Giuseppe Rumi and Silvia Romanelli (both Partners), with the co-operation of Massimo Merola (Partner) as to EU law and State aid aspects, Emanuela Da Rin (Partner) as to banking law matters, Giovanni Guglielmetti (Partner) as to IP law aspects, Monica Iacoviello (Partner) as to litigation issues, Luca Perfetti (Partner) as to administrative law matters, Francesco Sbisà (Partner) as to criminal law aspects and Andrea Silvestri (Partner) as to tax law matters. Marcello Giustiniani (Managing Partner) has been part of the team as to labour law issues.

BonelliErede has advised the “bridge-institutions”, since their establishment in November 2015, supporting the management in the maintenance of essential functions and the subsequent placement on the market, in the transaction which is considered as the first implementation in Italy and among the first cases in Europe of the new legal framework introduced by the Bank Recovery and Resolution Directive (BRRD).

Legance – Avvocati Associati has advised in the securitisation the creditors of NPLs, Quaestio Capital Management SGR an asset management company of Fondo Atlante II with a team led by Andrea Giannelli (Partner), supported by Antonio Matino and Roberto Mazzarano (Managing Associates), Salvatore Sardo and Giovanni Nervo (Associates) and as to specific tax aspects by Francesco Di Bari (Counsel). The core team involved also Vittorio Pozzi (Senior Counsel), Antonio Siciliano and Marco Iannò (Counsels) and Silvia Cecchini and Vincenzo Gurrado (Associates).

Facchini Rossi & Soci has advised Quaestio Capital Management SGR in relation to tax issued with a team composed of Francesco Facchini, Giacomo Ficai and Alessia Vignudelli.

RCC Studio Legale has advised Credito Fondiario with a team composed, inter alia, by Alberto Del Din (Partner), Sofia De Cristofaro and Camilla Giovannini (Counsels) and Cosimo Pennetta (Senior Associate), including Paolo Calderaro and Marcello Maienza (Partners). Tax aspects of the transaction on behalf of Credito Fondiario have been managed by Francesco Fabbiani, Partner at F&C Studio Legale.




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