IFLR 1000
The Guide to the World's Leading Financial Law Firms

"Our expectations were frankly that we'd have seen less new restructuring," says one partner. "But what has happened is there has been both new restructuring and transactions which had gone through restructuring in 2008 and 2009 which are now going for a second restructuring."

This seems to be the story right across the market, with restructruing still being the dominant force and with secondary mandates now being seen as well, it would look like being a trend that is here to stay.

Some new money deals are being seen though and putting aside the potential impact of numerous macroeconomic factors, practitioners are reasonably optimistic. "We've seen, for the first time since the credit crunch, some serious signs of recovery in terms of new deals being actually down arranged, and this is both for large corporate loans as well as for leveraged buy-outs," says one banking lawyer.

As in many jurisdictions, firms have seen clients turning away from deal shy banks and looking instead towards the effervescent bond markets for fresh liquidity. However whereas in the likes of the UK, Germany and to a certain extent France, high-yield has been the product of choice, less of that has been seen in Italy.

If one was to point to the area of most activity in traditional banking it would be acquisition financing, particularly those deals orginating from the resurgent private equity sector. "We have also done acquisition finance, old style acquisition finance, for private equity too, which means that that is again available to a larger extend, and private equity players are back into the game, are back to the market," says one lawyer. "We see that, we keep seeing that, so it is an encouraging side that the markets are improving." Financing for public acquisitions is not as vibrant as on the private equity side, but it could still be called healthy.

In terms of specific sectors, the money flowing into renewable energy continues to stream forth, despite some uncertainty over the tariff regime in Italy. An area which is not doing so well though is real estate which continues to feel the effect of the global financial crisis. "Real estate financing is still very very slow, so there is basically no real estate finance deals," says one partner. "The corporate loan market has picked up a bit, the level of finance is apparently recovering, but the real estate is still very much dead."

Rivals suggest that "Allen & Overy has gone down a bit so it's probably right that it's in tier two." This year saw the departure of leading project finance lawyer Catia Tomasetti and her team who left to join Bonelli Erede Pappalardo. "It's pretty accurate about the ranking," says one peer, "I don't think they now have such a complete banking service as they used to do." Though the move will affect the firm's project finance capability specifically, in Italy having a rounded banking finance practice, particularly in the current climate is vital.

The key partner involved in most of the banking transactions at the firm is Stefano Sennhauser. One of the biggest mandates in 2010 saw him act for a syndicate of banks on a €4 billion credit facility to Fiat. The main purpose is to finance the de-merger of the group's truck and heavy equipment operations from its car unit into a new company Fiat Industrial. The financing includes a revolving credit facility and a term loan.

Sennhauser also advised a refinancing mandate when he acted for 12 arranger banks on the €3.93 billion senior facilities for Wind Telecommunicazioni. Together with the €2.7 billion senior secured notes, the facilities will be used to refinance existing bank debt and high-yield debt.

Another notable mandate last year saw Paul Flanagan and Sennhauser act for ING Commercial Banking who they advised as the facility agent and a syndicate of banks on the €800 million long term credit facility to Prysmian.

Elsewhere BNP Paribas also called on the team when Flanagan advised a syndicate of 24 Italian and international banks on the €2.4 billion loan facility for Finmeccanica, the Italian defence and aerospace group.

On the restructuring side, the market saw Sennhauser involved again last year when he advised Prelios and Morgan Stanley Real Estate Fund in relation to the restructuring of a €270 million real estate financing to Lupicaia. The transaction is secured by a pool of over 100 commercial and residential properties located throughout Italy.

"Bonelli is obviously very strong" was one rivals' opinion about the firm's Italian banking practice. While its London branch also came in for specific praise, particularly co-lead partner Riccardo Sallustio. "He's able to provide timing and qualified legal advice. They're very business-oriented and solution driven," says one. "Their legal knowledge's very deep, and very precise on many matters of Italian and international law."

On the corporate financing side, lead partner Emanuela Da Rin led the team advising on Salini Costruttori as part of the joint issuers, who were granted the €315 million credit facility by a consortium of banks, to issue a performance bond.

Da Rin was again involved in two key acquisition financing deals. In one she acted for Gas Plus over the €150 million bridge loan agreement and €25 million vendor loan agreement relating to the acquisition of Società Padana Energiafrom ENI. In the other she advised a private-equity firm Triton III Holding on the €175 million secured syndicated financing, arranged by UniCredit, for the acquisition of German Wittur Group. In addition to that, the firm also advised the financing of general corporate and working capital needs of the Wittur Group.

One real estate financing highlight saw Andrea De Tomas act for a consortium of banks, including Bank of America/Merrill Lynch, RBS, Banca Nazionale del Lavoro alike, in relation to the restructuring of the approximately €210 million financing of a real estate close-ended fund, established and managed by Finanziaria Internazionale Alternative Investment. The financing aimed to purchase a building located in Milan.

Another notable mandate saw Da Rin advise on Beni Stabili Gestioni, who manages a real estate close-ended fund in relation to its €306 million credit facilities granted by a consortium of banks, for the acquisition of real estate assets.

Chiomenti's banking team is described as "exclusively active" and "very strong" by its peers, and they define it as "a borrowers' firm". The majority of peers agree with its top-tier ranking, with one saying that it is a "fair representation of the market" to place Chiomenti among the leading banking practices in Italy. Though one rival points out that the firm's reputation "directly depends on the domestic market" and "we rarely see them on the international deals".

The banking & finance partner Francesco Ago led the team advising borrower Ferrovie dello Stato in relation to the structuring and executing of a €1.1 billion secured lending transaction, concerning the financing of certain infrastructural projects.

Another highlight saw Carmelo Raimondo act for the Falck group in relation to its €300 million financing to fund the group business development and the business plan. The financing was closely linked to the rights offering carried out on the Italian stock exchange and involved security packages and corporate issues concerning Italian and English law aspects.

Again Raimondo acted for a group of mandated lead arrangers, including BNP Paribas, UGF Banca, Monte dei Paschi di Siena, in the syndicated secured loan granted to Cooperativa Edil Stradale Imolese. The transaction process involved a complex security package over receivables arising from different building tender contracts with different employers.

Vincenzo Troiano, the regulatory and financial services partner, advised CDPI SGR on the approximately €1.5 billion fund raising and relevant closings of the closed-ended investment fund of funds for the qualified investors, the Fondo Investimenti per I'Abitare.

Clifford Chance's banking team "is very strong" and has built up its reputation in advising lenders, this assumption was backed by several rivals' comments. "Clifford Chance is certainly a bank lenders' firm", says one, while another one agrees: "[The firm] is little bit like us, more lender side focused."

Over the past 12 months one of the biggest transactions at the firm saw partner Charles Adams represent a consortium of banks, including BNP Paribas, UniCredit and Crédit Agricole, on the €1.5 billion revolving facility to Ferrovie dello Stato, a main operator of the Italian railway network.

Elsewhere, refinancing activities were the order of the day for the Italian team. One highlight saw Adams work alongside partners Giuseppe De Palma and Carlo Galli, advising Lottomatica and its branch Gtech on the debt refinancing, worth €1.4 billion.

Again the trio were involved in another €1.2 billion refinancing transaction when they advised the global coordinators, including Banca IMI and BNP Paribas, in relation to the revolving debt refinancing for Pirelli, the Milan-based tyre manufacturers. The mandate marks the group's return to its core tyre business, and it will also help establish the CC Milan team as the go-to firm for investment grade financings.

In the Italian gaming industry, an ongoing mandate sees De Palma act alone for the pool of senior lenders, headed by UniCredit, on the debt refinancing of SNAI Servizi and SNAI; also the financing of the public tender offer by Global Game. The transaction involved a significant LBO within the Italian market.

On the acquisition financing side, a €650 million mandate led by Adams and De Palma saw them advise the arrangers, including Banca IMI, BNP Paribas, and UniCredit, on the acquisition financing of a minority stake in Ansaldo Energia by First Reserve, a US-based private-equity group focusing on energy and natural resources.

August 2010 saw Adams lead the team advising the senior mandated lead arrangers, including Banca IMI and UniCredit, on the €565 million acquisition financing of Teamsystem by HgCapital.

One of the leading lights in Linklaters banking team is Andrea Arosio. It is quite usual for clients to follow their trusted lawyers between firms in the legal market and in Arosio's case this clearly been of benefit to Linklaters. "I'm very close to Andrea Arosio. I've been working with him for over 12 years so far, we worked with him in Allen & Overy, then we followed him to Pedersoli, and now in Linklaters," says one client, "I go to Andrea, because first I trust him, because I like the way they work, the way he negotiates, so I would say he has a mix of legal technical knowledge and commercial attitude which is very useful."

An Italian team headed by partner Arosio worked alongside the firm's multi-jurisdictional teams to advise the lenders, including UniCredit, Banca IMI, GE Capital and Banca Popolare dell'Emilia Romagna, in relation to the leveraged acquisition of Arena Italia by Riverside. It was the secondary buy-out of the Arena group.

Again January 2011 saw Arosio involved in a €4.2 billion transaction when the firm acted for Fiat on the financing of the Fiat Industrial group when it de-merged from its Italian parental company Fiat. The transaction was assisted by associate Alessandra Ortelli, who meets clients' requirements as one says: "We've been working with Ortelli in the banking department, she is very good. She assisted in several of our loan agreements."

Elsewhere a young partner Francesco Faldi, who works alongside Arosio, also came in for personal praise. "For Francesco, even if he has a very different personal skill, his approach is highly appreciated in the context where you have to restructure some debt. Their legal knowledge is outstanding," says one client.

When it comes to the firm's most prominent banking transactions in the Italian market over the past 12 months, the €565 million acquisition financing of Teamsystem by HG Capital draws the eye. The team advised HG Capital on this occasion and it was the second largest LBO within the Italian market in 2010, and a notable example of private-equity houses selling assets to each other, which is considered to be a growing trend in the market. The seller of the transaction was the US-based private-equity firm Bain Capital and the deal was led by Davide Mencacci.

The largest LBO transaction in 2010 was also claimed by the Linklater's team as David Mencacci led the team advising a group of finance parties, including Credit Suisse, Deutsche Bank, and Crédit Agricole, on the standalone leveraged financing for the €805 million acquisition of Findus Italy by Birds Eye Iglo and Permira.

Another highlight saw the team advised Banca IMI as arranger on the leveraged acquisition financing of the entire share capital of Vesevo by Change Capital Partners.

At end of 2010, Emiliano Conio led the team assisting UniCredit in relation to the refinancing of two credit facilities, one granted to Sinergia Holding Partecipazioni, and the other to Immobiliare Costruzioni.

Another highlight saw Conio involved again advising TotalERG on a short term revolving facility. The group was created through a joint venture signed between Total and ERG.

Corrado Angelelli, the banking head also led the team advising MPS Capital Services Banca per le Imprese (MPS CS) as lender on a mortgage loan financing granted to Irus II Vicolungo.

Legance's finance team, formed partly from a spin-off from Gianni Origoni Grippo & Partners a couple of years ago, has a strong presence in the Italian banking market. "The finance part [of Gianni Origoni] left and joined Legance," says one competitor. "Many partners are very much corporate focused and they do quite a lot of domestic work." While another one adds: "We do see them in the [banking] market."

The key partner involved in banking transactions is Alberto Giampieri who led the team advising Milano Serravalle - Milano Tangenziali on its €290 million capital injection financed by a group of lenders, including Banca Nazionale del Lavoro, MPS Capital Services Banca per le Imprese and Banca Popolare di Verona alike.

Another example saw Giampieri and Emanuele Espositi tead up acting for UniCredit Corporate Banking in relation to the €120 million financing facility granted to Immobiliare Costruzioni, with the purpose of financing, among others, the purchase price of the quotas of Società Agricola Tenuta Cesarina.

In a €398 million mandate, Guido Iannoni Sebastianini led the firm advising a consortium of banks in relation to the financing for an asset management holding. The transaction aims to boost the strategic alliance in the asset management among Clessidra SGR, Banca Monte dei Paschi di Siena and Banca Popolare di Milano.

Another pool of banks, including Intesa Sanpaolo and UniCredit Corporate Banking alike, called in Giampieri and Giandomenico Ciaramella when they led the team advising on the financing to Sesto Immobiliare; and in the subscription by the banks of equity instruments issued by Sesto as part of the acquisition of Falk from Risanamento. The total financing was about €430 million, with the equity instruments worth €48 million.

Heads of Gianni Origoni Grippo Cappelli & Partners' banking practice Giuseppe De Simone and Matteo Bragantini advised on most of the firm's banking mandates last year. De Simone was involved advising CDP on the framework agreement reached with ABI in relation to the granting by CDP to the Italian Banks of loans for an aggregate amount of €8 billion.

On the debt side, Bragantini led the team advising GE capital on the debt restructuring of Italtel priced at €400 million. Another highlight saw GE Capital and Banca Popolare di Milano called in the team in relation to its releverage financing in Moleskine.

After a couple of strong recommendations from its peers, Latham & Watkins has moved up one tier this year. "Latham & Watkins should be at least tier three and they hired a banking partner Riccardo Agostinelli from Ashurst about a year ago," says one competitor, while another adds: "They've got a number of people, they've got Italian law banking capacity, but now English law, but they're probably better than tier four I suspect. They probably should be moved up to three."

An Italian team led by Andrea Novarese advised a consortium of banks, including Intesa Sanpaolo, Banca IMI and Banca Monte dei Paschi Siena, on the debt refinancing and new financing through revolving credit facilities granted to Comifar and Comifar Distribuzione.

One of the largest corporate lending transactions in 2010 saw Novarese involved again advising Intesa Sanpaolo on the financing granted to a major Italian listed company operating in the food, beverage and retail services industry in the negotiation of a financing.

Carnelutti Studio Legale Associato's banking practice is made up of Luca Arnaboldi, Marco Lantelme and Alberto Rittatore Vonwiller. A €200 million mandate saw Vonwiller advise Dayco Europe on the restructuring of the financial debt of the Mark IV Group through the issue of bonds on the European and US markets.

Arnaboldi and Lantelme also teamed up to advise Intesa Sanpaolo and Banca IMI in their capacity as lead bank and agent of a pool of lending banks including UniCredit, BNL and Credito Bergamasco alike, on finalising a standstill agreement connected to the debt restructuring of an Italian textile company Canepa. The mandate was closed on March 11 2011.