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Banking & Finance

“Extremely dedicated and responsive.”
Chambers Europe

Carnelutti’s banking & finance department boasts a highly integrated team of experienced professionals with a solid track record in all areas of banking and finance law.
The firm’s specialists’ have expertise which encompass acquisition finance, corporate finance, real estate finance, restructuring, financial services and related regulatory issues.
The high skill levels of Carnelutti’s team have been honed and further refined on complex transactions such as advising banks and domestic and international investment companies in structuring and negotiating financing agreements and related security packages in the context of LBO structures and with respect to syndicated loans, in particular as part of the financing of acquisitions.
In order to provide a fully integrated service, Carnelutti’s banking & finance lawyers work hand in hand with their colleagues from the firm’s tax and corporate law practice areas.

Acquisition and Leveraged Finance

The firm has a well-established name in the private equity and leveraged finance markets and is highly regarded by financial sponsors and banks alike. This is reflected in Carnelutti's strong client base, which includes both leading private equity houses and banks. The firm currently acts for private equity funds, banks, arrangers, syndicates and corporate borrowers in all of their general financing requirements. Carnelutti operates at the leading edge of the market and has been involved in the development of a broad range of senior and subordinated financing techniques and products. We provide market insight and cutting-edge solutions in all aspects of leveraged finance from negotiations on covenants, to complex subordination and intercreditor issues, to structuring LBO transactions that utilize multiple layers of financing. Carnelutti has the market experience and legal capability to structure and negotiate transactions and resolve complex legal issues to meet the requirements of lenders, borrowers, equity investors and other transaction participants.

General Lending / Asset Finance

Carnelutti represents banks and non-bank financial institutions in debt financing transactions for large international corporate borrowers as well as middle market companies in various industries. The firm's lawyers have extensive experience in advising on loans for all types of clients and in all sectors of the economy. Transactions include senior secured credit facilities, subordinated debt and other mezzanine financing, asset-based working capital facilities, aircraft and equipment financing. Carnelutti is privileged to work alongside a number of client banks who arrange and participate in loan finance.

Project Financing

Carnelutti's specialists assist clients in various intricate project finance transactions, bringing together experienced lawyers to form a cross-disciplinary team drawn from the relevant practice areas to provide fully integrated legal advice across numerous complex areas, from structured finance to infrastructure, energy, government and regulatory, tax, construction and engineering, environmental, corporate and securities and real estate.

Regulatory Advice

The firm also advises banks and companies on the full range of banking regulatory issues. It has particular expertise in advising on regulatory issues in connection with acquisitions and banking licensing procedures as well as with regard to the rules and regulations issued by the Bank of Italy, Consob (the Italian Securities Exchange Commission) and Borsa Italiana S.p.A. (the Italian Stock Exchange). Carnelutti also advises on a broad range of organizational forms through which overseas entities may conduct their banking and financial business in Italy.

  • Assisting an Italian social security entity in finalising an agreement with a primary Italian banking group on the basis on which the bank undertook to grant the members of the entity bank guarantees up to 120 million Euro. The bank guarantees refer to services for the general public, such as the settlement of payment forms, instant-win national lotteries, prepaid telephone cards, and railway tickets.
  • Assisting a primary Italian banking group and its investment bank, in their respective capacity as lead bank and agent of a pool of lending banks, in restructuring the debt of an Italian textile company.
  • Acting for Europe's leading securities services provider wholly owned by one of the six strongest banks in the world, as representative of the noteholders and for the entities of the banking group in other roles, in structuring a 5 billion Euro programme and in the first issue of covered bonds, which closed on 3rd March 2010, for 1 billion Euro, issued by Banco Popolare, under Article 7-bis of Italian Law 130/1999.
  • Assisting a consortium of four Italian banks in the acquisition of 198 branches from a leading Italian banking group.
  • Assisting a primary Italian real estate fund in its capacity as borrower in a loan granted by a primary Italian bank for the acquisition of a large real estate portfolio.
  • Assisting the major Italian commercial foodservice equipment maker in the £ 260 million leverage financing arranged by Italian banks for the acquisition of the commercial foodservice equipment and bakery equipment business of an English competitor.
  • Assisting, as local counsel, primary international mandated lead arrangers and underwriters in the € 3.8 billion senior financing provided to an Irish manufacturer of paper-based packaging products in connection with its merger with a Dutch manufacturer of packaging products.
  • Assisting a primary German group in the renewable energy industry to restructure the debt of the parent company through to the granting of personal and asset-backed guarantees by the Italian subsidiaries of the group.
  • Assisting a world market leader in utility transportation in negotiating loan agreements, granted to the parent company, and collateral securities.
  • Assisting the London branch of one of the world's leading financial service providers in restructuring the Italian securities of a world leader in paper-based packaging, with leading market positions in Europe and Latin America.
  • Advising a consortium of financial investors on the acquisition of 100% of a medical diagnostic equipment company from a major Italian diagnostics group.
  • Assisting, as local counsel, primary international mandated lead arrangers in a € 2.6 billion senior asset financing loan in the form of a secured borrowing base loan coupled with a € 250 million senior secured revolving credit facility in connection with the acquisition by a leading private equity firm of one of the largest car rental groups.
  • Assisting a leading real estate developer in Europe in the refinancing of the largest shopping mall in Italy, located in Rome. The firm negotiated the contracts amending existing agreements and all the relevant securities.
  • Assisting one of the leading project development and structured financing companies in the renewable energy sector, in relation to finance and corporate issues connected with the development of a wind farm.
  • Assisting, as local counsel, a leading BOPP film manufacturer, in a € 286 million refinancing of substantially all of its senior bank and mezzanine debt. The refinancing comprised the issue of € 170 million of second lien notes, an approximately € 56 million issue of preferred stock, and a new € 60 million bank credit facility.
  • Advising a French banking group on authorisation procedures at the Bank of Italy and Consob for the purchase of a stake in a European banking and insurance conglomerate.
  • Assisting a primary listed company in the issue of 100 million Eurobond listed in the Luxembourg Stock Exchange.
  • Advising an international chemical group with the closing of a $ 2.7 billion structured credit agreement and the related securities worldwide (including Italy).
  • Advising a French banking group on a joint venture with an Italian financial institution for a common project regarding consumer credit.
  • Assisting a private equity fund, participating as a "white knight", in a hostile takeover, with the negotiation of possible financing structures as well as with corporate and takeover regulations.
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