1. Prof. Dott. Andrea Sagone
Advanced Corporate Finance
October 30, 2017
Group Projects
Prof. Dott. Andrea Sagone

2. Group 1
TOPIC: Designing, structuring a SPAC and analyzing the execution of its investment, including valuation
TRANSACTION: GreenItaly S.p.A. acquires Prima Vera S.p.A.
DESCRIPTION: GreenItaly1, the Italy-based special purpose acquisition company having interest in energy sector, has agreed to acquire Prima Vera, the Italy-based company engaged in providing integrated technological services in the energy, biomedical, public lighting, plant sanitation and facility management sectors.
OBJECTIVES: The Group will have to understand deal dynamics, understand the structure of the transaction indicating a possible alternative, if any, or agreeing fully with the structure. They will also value the target and indicate if they agree with the transaction consideration. In case the consideration is higher or lower than the valuation, indicate and quantify possible causes (incl. over/under payment)
DELIVERABLE: In a short 10 page presentation, the group will have to Indicate how a SPAC works, its structure and aims (pros/cons) including governance aspects. In addition it will indicate objectives of the specific transaction, structure, key terms, valuation of the target and other elements constituting value (including strategic/majority/negotiation or other premiums/discounts).

3. Group 2
TOPIC: Designing, structuring and valuing an acquisition, including the benefits of synergies and how these synergies may be used to increase the price in a transaction
TRANSACTION: Edison SpA acquires 100% of Gas Natural Vendita SpA (GNV) from Gas Natural Fenosa
DESCRIPTION: Edison, a listed Italy-based electrical power generation company, based in Milan, has acquired GNV, an Italy-based supplier of natural gas and electricity, in a sale process, from Gas Natural Fenosa, based in Madrid.
OBJECTIVES: The Group will have to understand deal dynamics, the structure of the transaction and value the target, indicating if they agree with the transaction consideration paid. In case the consideration is higher or lower than the valuation, indicate and quantify possible causes (incl. over/under payment). Moreover, the Group will have to identify, quantify and value the potential synergies and how these enhance the value of the stand-alone target
DELIVERABLE: In a short 10 page presentation, the group will have to indicate objectives of the transaction, structure, key terms, valuation of the target and other elements constituting value (including strategic/majority/negotiation or other premiums/discounts). Indicate and specify the potential synergies, quantifying them and valuing them in order to potentially identify if and how much of synergy value was given away in the negotiation

4. Group 3
TOPIC: Designing, structuring a SPAC and analyzing the execution of its investment, including valuation, by way of merger/share increase
TRANSACTION: Space3 S.p.A. has agreed to acquire a 24% stake in Aquafil S.p.A.
DESCRIPTION: Space3 is a listed special purpose acquisition company of Space Holding S.r.l., a holding company having interest in companies engaged in manufacturing and distributing synthetic fibre and polyamide compounds, based in Milano. Aquafil S.p.A., based in Arco (Trento), is engaged in manufacturing and distributing synthetic fibre and polyamide compounds. Three Hills Capital Partners LLP (THCP), the UK-based company headquartered in London, is a private equity firm.
OBJECTIVES: The Group will have to understand deal dynamics, understand the structure of the transaction (share swap) indicating a possible alternative, if any, or agreeing fully with the structure. They will also value the target and indicate if they agree with the transaction consideration. In case the consideration is higher or lower than the valuation, indicate and quantify possible causes (incl. over/under payment)
DELIVERABLE: In a short 10 page presentation, the group will have to Indicate how a SPAC works, its structure and aims (pros/cons) including governance aspects. In addition it will indicate objectives of the specific transaction, structure, key terms, valuation of the target and other elements constituting value (including strategic/majority/negotiation or other premiums/discounts).

5. Group 4
TOPIC: Designing, structuring a distressed transaction, including equity value, debt value and write-off and final upside for the buyer. Please assume and analyze a deal that could be completed considering debt levels in Stefanel
TRANSACTION: Mr. Giuseppe Stefanel, Attestor Capital LLP and Oxy Capital Italia Srl have agreed to acquire a 75% stake in Stefanel SpA.
DESCRIPTION: Attestor Capital is a UK-based investment advisory firm, headquartered in London. Oxy Capital is the Portugal based private equity firm, headquartered in Milan. Giuseppe Stefanel is an Italy-based private individual having interest in clothing retailers. Stefanel SpA is a listed Italy-based clothing retailer, headquartered in Treviso.
OBJECTIVES: The Group will have to understand deal dynamics, understand the structure of the transaction indicating a possible alternative, if any, or agreeing fully with the structure, value the target (including the valuation of the debt) and indicate if they agree with the transaction consideration. Understand, in addition, the pros and cons of the deal for the debt holders and how these could obtain an upside from the transaction
DELIVERABLE: In a short 10 page presentation, the group will have to indicate the history, objectives of the specific transaction, structure, key terms, valuation of target and of the debt. In addition indicate how a OXY Capital works, its use as a distressed fund, its structure and aims (pros/cons) including governance aspects.

6. Group 5
TOPIC: Designing, structuring a distressed transaction, including equity value, debt value and write-off and final upside for the buyer. Please assume and analyze a deal that could be completed considering debt levels in Olio Dante
TRANSACTION: Oxy Capital Italia Srl, Trinity Investments Limited, and a subsidiary of Attestor Capital LLP,, have agreed to acquire an undisclosed controlling stake in Olio Dante S.p.A.
DESCRIPTION: Oxy Capital, a Portuguese based private equity firm; and Trinity Investments, an Ireland-based holding company, and a subsidiary of Attestor Capital, the UK investment advisory firm, have acquired an undisclosed controlling stake in Olio Dante, an Italy-based olive oil producer, from Gruppo Mataluni, a food producer.
OBJECTIVES: The Group will have to understand deal dynamics, understand the structure of the transaction indicating a possible alternative, if any, or agreeing fully with the structure, value the target (including the valuation of the debt), and indicate if they agree with the transaction consideration. Understand, in addition, the pros and cons of the deal for the debt holders and how these could obtain an upside from the transaction.
DELIVERABLE: In a short 10 page presentation, the group will have to indicate the history, objectives of the specific transaction, structure, key terms, valuation of target and of the debt. In addition indicate how a OXY Capital works, its use as a distressed fund, its structure and aims (pros/cons) including governance aspects

7. Group 6
TOPIC: Designing, structuring and valuing an acquisition, including the benefits of synergies and how these synergies may be used to increase the price in a transaction
TRANSACTION: 2i Rete Gas SpA has agreed to acquire Nedgia S.p.A. and Gas Natural Italia S.p.A., from Gas Natural Fenosa
DESCRIPTION: 2i Rete Gas, an Italy-based natural gas distribution company, a portfolio company of Ardian, a France-based private equity firm, and F2i SGR, an Italy-based private equity firm. Nedgia, is an Italy-based natural gas distributor. Gas Natural Italia, is a natural gas distributor. Gas Natural Fenosa, the listed Spain-based company, is focused on the supply, commercialization and distribution of natural gas and electricity.
OBJECTIVES: The Group will have to understand deal dynamics, the structure of the transaction and value the target, indicating if they agree with the transaction consideration paid. In case the consideration is higher or lower than the valuation, indicate and quantify possible causes (incl. over/under payment). Moreover, the Group will have to identify, quantify and value the potential synergies and how these enhance the value of the stand-alone target
DELIVERABLE: In a short 10 page presentation, the group will have to indicate objectives of the transaction, structure, key terms, valuation of the target and other elements constituting value (including strategic/majority/negotiation or other premiums/discounts). Indicate and specify the potential synergies, quantifying them and valuing them in order to potentially identify if and how much of synergy value was given away in the negotiation

8. Group 7
TOPIC: Designing, structuring and valuing a Leveraged Buy Out (LBO), including the estimated return for the initial financial investor after exiting
TRANSACTION: Chequers Capital and NB Renaissance Partners acquire 92% stake in Biolchim-Cifo Group S.p.A., from Wise SGR S.p.A.
DESCRIPTION: Chequers is a France-based private equity firm, and NB Renaissance Partners, is an Italy-based private equity firm, has agreed to acquire 92% stake in Biolchim-Cifo Group, the Italy-based company engaged in production and commercialization of biostimulants, from Wise, the Italy-based private equity firm.
OBJECTIVES: The Group will have to understand deal dynamics, understand the structure of the transaction. They will also need to understand how a PE fund makes its return and how they execute a correct divestment process through a competitive bidding procedure. In addition value the target and indicate if you agree with the consideration paid. In case the consideration is higher or lower than the valuation, indicate and quantify possible causes (incl. over/under payment)
DELIVERABLE: In a short 10 page presentation, the group will have to indicate objectives of the transaction, structure, key terms, valuation of target and other elements constituting value (including strategic/majority/negotiation or other premiums/discounts). Indicate and estimate the return of the first fund and how this was accomplished (multiple arbitrage, deleveraging, or EBITDA accretion)

9. Group 8
TOPIC: Designing, structuring and valuing a Leveraged Buy Out (LBO), including the estimated return for the initial financial investor after exiting
TRANSACTION: Alcedo SGR S.p.A, has agreed to acquire Agrimaster S.p.A. from B4 Investimenti S.p.A.
DESCRIPTION: Alcedo SGR, an Italy-based private equity firm, has agreed to acquire Agrimaster, an Italy-based manufacturer of agricultural machinery, from B4 Investimenti, an Italy-based private equity firm.
OBJECTIVES: The Group will have to understand deal dynamics, understand the structure of the transaction. They will also need to understand how a PE fund makes its return and how they execute a correct divestment process through a competitive bidding procedure. In addition value the target and indicate if you agree with the consideration paid. In case the consideration is higher or lower than the valuation, indicate and quantify possible causes (incl. over/under payment)
DELIVERABLE: In a short 10 page presentation, the group will have to indicate objectives of the transaction, structure, key terms, valuation of target and other elements constituting value (including strategic/majority/negotiation or other premiums/discounts). Indicate and estimate the return of the first fund and how this was accomplished (multiple arbitrage, deleveraging, or EBITDA accretion)

10. BACK-UP

11. Group 9
TOPIC: Designing, Structuring and Valuing a Share Increase (IPO) on the lower market (AIM Italy)
TRANSACTION: Health Italia S.p.A. is launching an initial public offering on the Borsa Italiana - AIM Italia
DESCRIPTION: Health Italia is launching an initial public offering on the Borsa Italiana - AIM Italia, under the ticker symbol HI. Health Italia, the Italy based company headquartered in Formello, is a provider of health care services.
OBJECTIVES: The Group will have to understand the structure of the IPO, the proceeds raised and equity subscribed, and the market cap structure before and after the IPO. In addition it will value the Company and indicate if they agree with the price of the IPO. In case the price is higher or lower than the valuation, indicate and quantify possible causes (incl. over/under payment)
DELIVERABLE: In a short 10 page presentation, the group will have to indicate objectives of the IPO, structure, key terms, valuation of the listed company, market value before and after (in line with the new shareholding structure), and other elements constituting value (IPO discount etc). Indicate how a AIM works, its uses to finance a firm and the minimum requirements needed for a listing. How an AIM listing can ideally bring to the main Milan stock exchange.