CLIENT: Banca Popolare di Vicenza

TRANSACTION: Capital markets; M&A e consulenza finanziaria strategica

DATE: May 2016

SECTOR: Financial institutions

Mandate:
Assistance to Banca Popolare di Vicenza, parent company of the 10th Italian banking group by Total Assets, in the execution of a € 1.5 bn capital increase and in the transformation into joint stock company.

Activities performed:
analysis of the initial situation after the ECB inspection and definition of the capital increase structure;
support in the internal due diligence and in the analysis of economic and financial implications;
selection of the IPO’s Global Coordinators (through beauty contest) and negotiation of the mandate;
assistance in the preparation of the Capital Plan and in the discussions with the ECB;
assistance in the negotiation of the underwriting agreement signed with UniCredit;
assistance in the entire transformation process (legal framework, timing, terms and criteria for determining the withdrawal price and the reimbursement threshold, structuring of the offer to shareholders, etc.);
assistance in the drafting of the new Articles of Association;
assistance in the issuing a Lower Tier II subordinated loan;
in-depth analysis of the different alternative options with regard to the transaction structure;
assistance in the organization of shareholders’ meetings and support to the decision-making process of the board of directors;
assistance in the preparation of all the required IPO documentation (Prospectus, Analyst presentation, Applications, etc.) and the instance to the Supervisory Authority (transformation into joint stock company, capital increase, purchase of own shares);
assistance in the organization and management of meetings with leading institutional investors;
valuation of the economic capital of Banca Popolare di Vicenza under alternative scenarios;
assistance in the discussions and negotiations with the Global Coordinators of the IPO, in all the stages of the process.

Deal value: €1.5bn

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