Oderisio de Vito PiscicelliEuropean Counsel
Oderisio Piscicelli’s experience focuses on capital markets, M&A and financing transactions. Capital markets experience includes dozens of equity and debt transactions covering a variety of products and structures with a focus on large global offerings. Mr. Piscicelli coordinates the Italian practice of the Firm and, in Italy, his capital markets experience includes equity offerings of issuers that together now represent over 35% of the Italian stock exchange’s total capitalisation.
M&A experience includes public as well as privately negotiated business combinations, acquisitions, disposals, joint ventures and minority investments, including several transactions in the financial services sector relating to electronic trading platforms and other market infrastructure and consortium projects.
Finance experience includes several multi-billion dollar acquisition facilities, and liability management projects.
Corporate advisory experience includes a range of corporate governance issues, particularly in the areas of reporting, internal controls, trading practices and corporate responsibility, and includes advice in the context of a major international white-collar crime investigation.
Clients span a wide range of jurisdictions and a number of industries such as oil and gas, defence, energy, financial services, pharmaceuticals, telecommunications and real estate.
Prior to joining Sullivan & Cromwell, Mr. Piscicelli trained with the law firm of Prof Pier Giusto Jaeger in Milan, where he qualified as an avvocato in 1997.
SELECTED REPRESENTATIONSCapital Markets and Finance
- Luigi Nalini S.a.p.a. on its €64.5 million private placement of ordinary shares of Carel Industries S.p.A
- BPER Banca S.p.A. on its €800 million rights offering pursuant to Rule 144A / Reg S to fund the acquisition of over 500 bank branches from Intesa SanPaolo
- Ferrari in its $300 million private placement of notes and in its €315 million tender offer for outstanding bonds
- Enel on its $4 billion, three-tranche offering of notes in reliance on Rule 144A and Regulation S.
- Carel Industries S.p.A on its €720 million IPO
- Ferrari on its bond offerings
- The underwriters of AstraZeneca on multiple multi-billion dollar bond offerings
- Ferrari on its IPO and listing on NYSE and MTA
- DeAgostini SIIQ on its IPO (abandoned)
- Domus Italia on its IPO (abandoned)
- Fincantieri on its IPO
- Fedrigoni on its IPO (abandoned)
- Fiat Chrysler Automobiles on its listing on the NYSE and Milan
- Fiat Industrial (now CNH Industrial) on its listing on the New York Stock Exchange
- Avio in its then abandoned IPO
- Cassa Depositi e Prestiti on its €1 billion disposal of shares of Eni
- Eni on its $800 million debut offering of yankee bonds
- Unipol on its €1.1 billion rights offering relating to the acquisition of the Premafin/FonSai group
- Enel and Enel Green Power on the €2.2 billion IPO of Enel Green Power
- Barclays in several bond offerings
- BG Group on its $1 billion debut offering of yankee bonds
- Equinor (formerly Statoil) on its $900 million debt offering in 2009
- Finmeccanica on its €1.2 billion rights offering and its $1.3 billion yankee bond offerings
- Finmeccanica on the restructuring of DRS Technologies’ debt
- Finmeccanica on its €3.2 billion bridge financing for the acquisition of DRS Technologies
- Fiat on financing-related aspects of its Chrysler acquisition
- Sintonia on its €2 billion credit facility with the Royal Bank of Scotland
- Partners Group, the alternative asset manager, on its initial public offering
- Eni on several tranches of its privatisation process and listing in Italy and in New York
- Eni and Snam Rete Gas on the IPO of Snam Rete Gas
- The underwriters on SEC-registered and Rule 144A bond offerings by Telecom Italia
- Enel on its initial public offering and listing in Italy and in New York, the largest European IPO ever
- Monte dei Paschi di Siena on its IPO
- The sponsor on Beni Stabili’s listing
- Standard Chartered on several equity and hybrid securities offerings
Mergers and Acquisitions
- Fiat Chrysler Automobiles N.V. on its merger with Peugeot S.A. to create new company Stellantis N.V.
- EssilorLuxottica in its announced €5.5 billion acquisition of a majority interest in GrandVision
- Generali in its ongoing acquisition of Seguradoras Unidas and AdvanceCare for a transaction consideration of €600 million
- Fiat Chrysler in its €34 billion merger proposal with Renault (then withdrawn)
- Fiat Chrysler Automobiles N.V. and Magneti Marelli S.p.A in the definitive agreement to sell the Magneti Marelli automotive components business to KKR portfolio company CK Holdings Co., Ltd.
- BP in its agreement with Bridas Corporation to form a new integrated energy company, Pan American Energy Group
- Goldman Sachs and Canada Pension Plan Investment Board (CPPIB) in their proposed acquisition of all assets of SVG Capital
- The financial adviser on the tender offer by ChemChina for Pirelli shares
- A consortium of dealers on their arrangements relating to the establishment of Curve Global a derivatives exchange with London Stock Exchange
- Fiat on its merger with Chrysler to create Fiat Chrysler Automobiles N.V.
- A consortium of 11 investment banks on their arrangements with Tullett Prebon, the interdealer broker, relating to the tpSwapDeal trading platform for interest rates derivatives
- Goldman Sachs as financial adviser on multiple transactions, including: adviser to Nexi S.p.A. in its Framework Agreement with SIA S.p.A. to create a €1.8 billion company, Lactalis tender offer for Parmalat shares, Enel’s purchase of a stake in Endesa from Acciona, Terna’s purchase of transmission assets from Enel, Gas Natural’s tender offer for Union Fenosa, and Telecom Italia’s merger with TIM
- A consortium of ten investment banks on their arrangements with Tradition, the inter-dealer broker, relating to the Trad-X trading platform for interest rate swaps
- Fiat on the demerger of Fiat Industrial
- Goldman Sachs as principal on its investment in a retail CFD trading platform
- Instinet and Chi-X on the investment by 13 banks and trading firms in the Chi-X trading platform
- Statoil on its merger with the oil and gas business of Norsk Hydro
- Morgan Stanley as shareholder in the proposed acquisition by the LSE of a majority interest in LCH.Clearnet
- Fiat Industrial on its merger with CNH
- Swisscom on its acquisition of Fastweb S.p.A.
- Wachovia on its acquisition of European Capital Management
- Philips on several joint ventures and disposals
- France Telecom on its acquisition of the minority interests in Wanadoo
- SBS Broadcasting S.A. in connection with the acquisition by private equity firms KKR and Permira
- Eni on its acquisition of Italgas
- KPMG Europe on the sale of its consulting business