Alitalia in €1 Billion Capital Increase

December 19, 2005

Cleary Gottlieb represented Italy’s flagship airline and long-standing client Alitalia - Linee Aeree Italiane S.p.A., in its €1 billion capital increase. The capital increase, a key element in the Italian government’s restructuring plan for the airline, included an offer made to existing shareholders of rights to subscribe for new shares at a discounted price, a concurrent private placement of unexercised rights, and a “rump placement” of remaining rights on the Italian Stock Exchange. Deutsche Bank served as global coordinator and lead manager for a syndicate of international banks that assisted Alitalia in the transaction and agreed to place any new shares that had not been subscribed for at the end of the entire process. The deal was notable for its extremely accelerated timetable and the numerous challenges currently facing airlines such as Alitalia. In June, Cleary Gottlieb represented Alitalia in securing EU approval for the restructuring plan. As a condition to the EU’s approval of the plan, the Italian government agreed not to exercise all of its subscription rights in the capital increase, thereby reducing its stake in Alitalia from 62.3% to 49.9%.