Shearman & Sterling acted as counsel to Banco Popolare – Società Cooperativa (Banco Popolare) in connection with its approximately €1 billion pending rights issue.

The offering by Banco Popolare of 465,581,304 new ordinary shares pursuant to transferable pre-emptive subscription rights granted to existing holders of its ordinary shares includes a retail offering in Italy and an offering outside the United States to certain institutional investors in reliance on Regulation S under the US Securities Act of 1933.

Banco Popolare intends to use the proceeds of the rights offering to strengthen the group’s capital structure as requested by the ECB in connection with the assessment of the proposed pending merger with Banca Popolare di Milano and, in any event, to improve the group’s regulatory capital.

The transaction represents the latest in a number of major recapitalization transactions launched by Italian financial institutions in recent years on which Shearman & Sterling acted as counsel.

The Shearman & Sterling team was led by partners Tobia Croff (Milan-Capital Markets) and David Dixter (London-Capital Markets) and counsel Emanuele Trucco (Milan-Capital Markets), supported by associate Camilla Zanetti (Rome-Capital Markets) and trainees Nicolò Antonio Miglio (Milan-Capital Markets), Camilla Di Matteo (Rome-Capital Markets), Greta Dell’Anna (Rome-Mergers & Acquisitions) and Umberto Milano (Rome-Mergers & Acquisitions). Associates Leona McManus (London-Finance), Aysuria Su-Ya Chang (London-Financial Institutions Advisory & Financial Regulatory) and trainee Charlotte Rice (London-Asset Management) assisted with regard to the English law aspects of the transaction.