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

The big story in Italy in the last year has been the reduction in the levels of the Government's feed-in tariffs to the renewable energy sector. Essentially what this means is that investors into renewable energy projects will no longer be guaranteed such a high secured rate for the energy they produce. This has already reduced investor appetite. "Well, there has already been an impact on the market, because we know for sure of a number of investors which have stopped their negotiations on certain projects, because of this uncertainties," says one partner. Another agrees, pointing out that it is a simple cost cutting measure by a government with well known financial problems. "They really do want the foreign investors to leave, because they don't want to pay the incentives to foreign investors,"

The whole issue has created a lot of uncertainty, not just for those thinking about entering the market, but even those with existing projects. "There is of course a problem, because they [investors] have undertaken certain liabilities based on the number [set energy price] which is not going to be the same number, it will be 30% reduced," says one partner.

Th government's strategy however was based on the idea that renewables could be replaced in the country's energy strategy by nuclear power. In the wake of the Fukushima nuclear disaster, this is a plan that neither the government or the people of Italy will be keen on adopting.

How this issue progresses remains to be seen, but many practitioners remain optimistic and indeed despite these problems, the market is still reletively vibrant. "There is still a lot to do if you're creative, especially for example in issuing and refinancing project bonds. But I am sure that most of the work that was done last year by many law firms will not be there anymore," says one partner.

Some firms have also noticed a tendency for straight bank lawyers to begin dabbling in projects as their own work remains sluggish. "There are a lot of lawyers in my opinion, trying to convert themselves from banking lawyers to project finance lawyers," says one partner, who points out that such a move does not guarantee work. "Unfortunately in Italy there was not so much investment in infrastructure as everybody was expecting."

Outside of energy, general infrastructure remains reletively vibrant, with firms still hopeful of seeing mandates related to new roads in particular.

In the legal market, a big story in the last year was the departure of high-profile partner Catia Tomasetti from Allen & Overy to join the team at Italian doemstic Bonelli. The market will be keen to see what impact she has at her new firm and indeed how the UK firm will cope without her.

Allen & Overy's Italian project finance practice received a big blow at the beginning of 2011 when lead partner Catia Tomasetti left the firm with her team of around 20 lawyers to join Bonelli Erede Pappalardo. The market was quick to reflect on the move, one rival says: "The project finance team moved to Bonelli, and it [A&O] has no project finance [team] at all."

However the firm can still point to some intriguing mandates, including the use of innovative techniques for financing projects outside of the traditional lending space. Last year Stefano Sennhauser led a team acting on Italy's first project bond issuance advising the borrower Andromeda, a project company sponsored by SunPower Corporation, in relation to an underlying project financing. The transaction includes loans made to the borrower being subsequently transferred to the issuer Andromeda Finance under the Italian securitisation law. It is the first publicly listed and Moody's rated bond worldwide backed by solar plant cashflows, and it won the Securitisation and Structured Finance Deal of the Year at the IFLR European Awards 2011.

In another photovoltaic project, Sennhauser led the team advising a US solar company and its Italian subsidiary in relation to the finance of the solar photovoltaic projects. The €40 million transaction involved a secured revolving facility agreement for the purpose of acquiring solar panels.

Before her departure, Catia Tomasetti advised a group of mandated lead arrangers, including UniCredit, Banca Infrastrutture Innovazione e Sviluppo, and Banca IMI alike, in relation to the €230 million financing for the development, construction, operation and maintenance of a 138MW wind farm in Sardinia.

Another energy project saw Tomasetti involved again advising Centauro and part of SunRay Italy Holding on the financing, development, management, and maintainence of a 9MW photovoltaic plant in Comune de Montalto di Castro.

Gianni Origoni Grippo Cappelli & Partners' high-ranking position has been approved by rivals unanimously with one saying: "It should be in tier two" while another one says: "The firm's position is fair".

According to rivals, its main advantage is size. "The firm has a large team and they invest a lot in project finance. It's definitely strong in renewable projects."

The firm's project finance transactions are often driven by Ottaviano Sanseverino and Eugenio Grippo, who are both the lead partners of the department. One of the biggest deals, valued at €593.8 million, saw Sanseverino advise a group of banks as project lenders in relation to the financing of a photovoltaic (PV) plant with a capacity of approximately 160 MW. The deal is the largest portfolio and staple PV financing in Italy.

A €276 million transaction also saw the team, led by Sanseverino, advising a consortium of banks on the financing of a photovoltaic park in Rovigo. It was the largest investment in a single photovoltaic plant ever provided in Europe.

On the infrastructure side, Sanseverino was involved again when he advised Banca Infrastrutture Innovazione e Sviluppo, UniCredit, and BBVA e Banca Popolare di Milano on the financing of the realisation of the Maxi Lot No 1 on the road system within the Marche and Umbria regions.

Another infrastructure highlight saw Grippo lead the team acting for Cassa depositi e prestiti and WestLB, Milan with respect to the financing of A3 toll road between Salerno and Reggio Calabria. The mandate, worth approximately €126 million, involved a receivables purchase agreement, a revolving facility, and a medium/long term credit facility. Again a €73.5 million mandate saw Grippo led the team advising a group of banks in relation to the financing of an integrated water service related project in Livorno, and a gas distribution plant in the same region.

Franco Vigliano, the head of the project finance team at Ashurst was kept busy in 2010 by advising on two major deals. Rivals were quick to praise his reputation in the market. "Ashurst has an advantage because they've got Franco Vigliano, he's a traditional project lawyer and he's the senior partner at the firm," says one. "He's one of the first lawyers who did projects in Italy. So for historical reasons, he certainly deserves to be the leading lawyer."

When it comes to the team's overall capacity in the market, one rival says the firm "is very strong in infrastructure, but less in renewables", while another one suggests that since "Vigliano's team only has four people", if they genuinely want to become tier one, they need to do more investment.

One notable deal saw Vigliano involved in a €92.5 million mandate when he acted for BNP Paribas Clean Energy Fund on the structuring, negotiation, and closing of the financing aspects of a photovoltaic project, with a capacity up to 30MW in Montalto di Castro. The mandate also includes an acquisition of the project. Another saw Vigliano lead the team advising Tunnel Gest on the €110 million financing for the 110 road tunnels' maintenance in Lombardy. The facility has been granted by BIIS Banca Infrastrutture Innovazione Sviluppo and UniCredit.

One of the key clients of Ashurst in 2010 and 2011 is the private equity firm First Reserve Corporation who specialise in the energy sector. A team of lawyers, including Carloandrea Meacci and Paola Flora alike, acted for the firm on the €276 million non-recourse debt facilities financing to acquire a solar park with a capacity up to 70MW in Rovigo, north east of Italy. Other lenders on the deal include Santander, UniCredit, and Crédit Agricole.

Bonelli Erede Pappalardo's project finance ranking is upgraded to tier-one this year thanks to the hire of former Allen & Overy partner Catia Tomasetti with her team of 20 specialists.

Having worked at Chiomenti earlier in her career, Catia has now landed at the other stalwart of the Italian market.

As Allen & Overy's main player in project finance and one of the best known names on the market, rivals will be keen to see how she settles in and indeed whether clients will follow her to her new firm.

It certainly represents quite a coup for Bonelli though, who are already benefitting from Tomasetti's wide expereince.

One of the elements that makes Chiomenti stand out is "definitely the people who work there", says one client. "It's a personal element within the relationship of the firm, if you like the way the partners negotiate and behave, in the end you tend to like the law firm as well."

Another client adds: "It's a very skilled and experienced team. I would say seniority, experience and track record are the three key [elements of the team], and also they're very reliable."

On the infrastructure side, a team led by banking and finance partner Giovanni Diotallevi advised Strada dei Parchi, Toto Costruzioni Generali, and Autostrade per l'Italia, who acted as the sponsors and the concessionaire, on the restructuring and executing of a €570.5 million project finance transaction, concerning the implementation of the investments plan.

Again Diotallevi was involved in another notable mandate in the renewable energy side. He led the team advising sponsor Terna on the structuring of investments refinancing, worth €593.8 million, made to build up a group of photovoltaic solar plants, with a total capacity up to 150MW. The owner of the project Rete Rinnovabile also acts as special purpose vehicle (SPV).

"The team's legal knowledge is extremely deep, and I always have a very good experience with them," says one client, who adds: "They've a business-minded approach, because once they're on top of the transaction, they tend to be business-minded."

In terms of the communications between the partners or associates and their clients, the feedback suggests that Chiomenti is doing very well. "I would say 100% (response rate) for the associates and 70% for the partners, which is a good number compared to other law firms," says one client.

The firm's key client on the lender side is UniCredit, who called on the team to advise a number of substantial mandates. One example saw Carola Antonini act for UniCredit Leasing, Leasint, and BNP Paribas Leasing Solution as arrangers in relation to a €100 million photovoltaic leasing deal, which aims to finance the development of a 24.2MW photovoltaic plant organised by a project company Phoenix Renewable.

The other saw Carmelo Raimondo lead the team advising UniCredit and Intesa Sanpaolo who acted as mandated lead arrangers on the secured syndicated facilities granted to Pentapoli, the project company, in order to finance the third motorway line between Rimini Nord and Pedaso. Part of the transaction includes structuring the facility through a complex security package involving receivables arising from the engineering, procurement, and construction agreement (EPC).

In relation to the legal charges, the firm "has been extremely flexible", says one client. "We could definitely come to a mutually satisfactory agreement" after "reviewing the original estimate".

Some clients pointed out that the firm could engage more outside of the transaction. "They don't promote themselves as much as other law firms. They don't chase enough clients or transactions as much as other law firms," says one client. "Giving you an example, I do receive publications for these kind of things from other law firms, but not from Chiomenti, for instance."

Clifford Chance like many other firms in the market has a focus on, and has seen most of its mandates emerging, from the renewable energy sector.

In a couple of examples which closed in the second half year of 2010, lead partner Charles Adams was called in to advise Intestec Bank and Solarinvest Development on the €35 million financing for the development of several photovoltaic power plants in Italy.

Another solar energy transaction saw a team led by Adams advise Solarinvest on the €50 million financing of a 8.4 MW photovoltaic park in Sicily.

Another key mandate in the renewable energy sector saw Cristina Martorana lead the team advising Banca Infrastrutture Innovazione e Sviluppo on the financing aspect of an integrated photovoltaic greenhouse plant with a capacity of 6MW, arranged by Solaria Aleph Generaciòn.

One of the firm's largest infrastructure projects saw an Italian team lead by Arturo Sferruzza advising sponsor Bre Be Mi on the financing for a 62KM highway project in Northern Italy. The highway is set to connect Brescia, Bergamo, and Milan. As part of an approximately €1.6 billion transaction, the team advised on a €350 million bridge loan granted to Bre Be Mi by a consortium of banks led by BIIS covering the first part of construction work.

Another infrastructure project saw Sferruza again lead the team advising a group of lenders, including BIIS, CdP and BPM, on a PPP (public-private partnership) financing for the construction of a hospital located in Garbagnate. The transaction was worth in excess of €126 million.

Like its contemporaries the Norton Rose team wasted no time getting their feet into the renewable energy sector. One notable transaction saw Stefano Zappalà lead the team advising a special purpose vehicle (SPV) owned by EDF EN Italia on securing a €45.7 million facility for the development of a 12.6MW solar photovoltaic project in Veneto.

The other saw a team lead by Gennaro Mazzuoccolo advising BBVA Milan on the financing aspects of the development of a solar greenhouse project located in the Basilicata region.

On the infrastructure side, Legance advised a pool of lenders, consisting of prime national and international banks, on the €570.5 million project financing provided to Strada dei Parchi, a licensee of motorways A24 and A25 in Italy.

In December 2010, a team led by Monica Colombera also advised on two energy related transactions. One example saw him advise Aero Rossa on the project financing of a wind farm of approximately 84MW in the Sicily region. Another mandate saw him again involved advising Meliorbanca, who acted as the lender, on the financing of a portfolio of five photovoltaic plants in the Puglia Region, realised by Finolar, a special purpose vehicle (SPV) owned by Maccaferri Group.

NCTM's project finance mandates are mainly focusing on the renewable energy sector. One highlight saw a team advising BIIS and four special purpose vehicles controlled by Ascopiave in relation to four photovoltaic project financing transactions; another saw the firm advising Banca Popolare dell'Etruria e del Lazio società cooperativa in relation to a project finance transaction for the implementation of two photovoltaic plants.

A notable project finance mandate at Carnelutti Studio Legale Associato saw Luca Arnaboldi and Tommaso Ferrario teaming up acting for SunEdison Italia on the financing aspect of two photovoltaic power plants settled in the Municipality of Alessano.

Linklaters' Italian team has advised on both infrastructure and renewable energy mandates. One highlight in the infrastructure sector, worth €1 billion, saw Tessa Lee advising Crédit Agricole, BNP Paribas and Centrobanca on the project financing aspects of the Pedemontana Veneta highway, including advice for the concession agreement to be entered into by the borrower.

When comes to the renewable energy sector, one highlight saw BNP Paribas, BBVA and UniCredit acting as lenders called in by the firm when Lee was again involved advising the lenders on the financing of the first three Italian photovoltaic (PV) plants in EDF Energies Nouvelles' PV portfolio worth €1 billion in Italy and France.

Paul Hastings Janofsky & Walker has mainly highlighted its renewable energy mandates when comes to project financing. For example, a team led by Alessandro Stoppa advised Sonnedix on the refinancing of four solar power plants in Ottobiano, as well as advising the financing of two solar power plants in Valentano.