Bianca Caruso

Local Partner, Milan

Biography

Overview

Bianca Caruso is an Italian qualified lawyer with more than 15 years of experience in Debt Finance, and general corporate and commercial law. Bianca assists both credit providers and borrowers/issuers and private equity sponsors on financing transactions, with particular focus on corporate finance, leveraged finance, acquisition finance and real estate finance transactions. She has notable experience also with respect to Debt Capital Markets transactions mainly assisting underwriters and initial purchasers or issuers in connection with high yield bonds. Bianca also has a specific expertise in Private Credit & Direct Lending having been at the forefront of this fast-growing market since its start in Italy. She is also active in the debt restructuring and special situations, where Bianca has also assisted investors and sellers in the context of NPL and UTP purchase transactions, including in the context of restructuring situations.

Bianca has been recognized as a Next Generation Partner in Banking & Finance both for borrower and lender/arranger side and as a recommended lawyer in Restructuring and Insolvency by The Legal 500 2023.

Prior to joining White & Case, she practiced at the Milan office of primary Italian law firm and, additionally, acted as legal counsel at UniCredit S.p.A., providing legal advice on a broad range of banking transactions and services.

Bars and Courts
Italian Bar
Education
JD (Juris Doctor)
Università Commerciale Luigi Bocconi

Milan

PhD
Business and Corporate Law
Università Commerciale Luigi Bocconi

Milan

Languages
Italian
English

Experience

Bank Finance

Bubbles BidCo's €495 million financing, 2023
Bianca advised Bubbles BidCo S.p.A. and its subsidiaries in connection with a €495 million term and revolving financing intended to refinance part of the group's indebtedness. Bubbles BidCo S.p.A., through its group of companies holds a majority stake in Acqua & Sapone S.r.l., owner of the Acqua & Sapone brand, one of the largest beauty and hygiene chains in Italy.

U-Power Group's financing, 2023
Bianca advised the lenders in connection with the financing for the acquisition of U-Power Group S.p.A., an Italian manufacturer of safety shoes, by funds advised and managed by NB Renaissance, one of the major private equity funds operating in Italy.

I.M.A.'s investment from BDT & MSD Partners, 2023
Bianca advised I.M.A. Industria Macchine Automatiche S.p.A. and its controlling shareholders in connection with the finance aspects of an investment from BDT & MSD Partners. BDT & MSD Partners acquires its stake from international private equity fund BC Partners.

Piaggio's €200 million financing, 2023
Bianca advised Piaggio & C. S.p.A., an Italian motor vehicle manufacturer, in connection with a €200 million revolving credit facility.

Recordati's €450 million financing, 2023
Bianca advised Recordati S.p.A., an international pharmaceutical group listed on the Italian Stock Exchange, in connection with (i) a €400 million term loan financing for general corporate purposes; and (ii) a €50 million term loan financing for the purpose of supporting research projects and investments of the group.

Adler Pelzer's €55 million financing, 2023
Bianca advised Adler Pelzer Holding GmbH, a worldwide leader in the design, engineering and manufacturing of acoustic and thermal components and systems for the automotive sector, in connection a €55 million super senior revolving facility agreement.

Telemos' €100 million financing for the acquisition of Vittoria, 2023
Bianca advised the lenders in connection with a €100 million senior secured term and revolving financing to finance, inter alia, the acquisition of Vittoria S.p.A., an Italian manufacturer of bicycle tires and wheels, by a vehicle controlled by Telemos General Partner Limited and refinancing the existing indebtedness thereof.

Piovan's €100 million financing, 2022
Bianca advised Piovan S.p.A., a global leader in supplying ancillary equipment and services to the plastics industry, in connection with the €100 million financing term granted by Banco BPM S.p.A. for the acquisition of the entire share capital in Sewickley Capital, which owns 100 percent of IPEG, from the selling shareholders of Sewickley Capital.

Valentino's €450 million financing, 2022
Bianca advised a pool of banks in connection with a €450 million term and revolving credit facilities granted to the Italian fashion company Valentino S.p.A.

Ali Group's US$4.5 billion financing, 2022
Bianca advised Ali Group S.r.l. and Ali Group North America in connection with the agreements for the US$4.5 billion financing for the acquisition of Welbilt, Inc., a US public company. The financing is characterized by a complex structure and a combination of sources in USD and Euro. It includes a US$2.25 billion term Loan B financing, a US$1.25 billion Euro-equivalent term Loan A financing, a US$750 million asset sale bridge financing and a US$250 million revolving credit facility.

Cobepa's €230 million financing for the acquisition of Salice, 2022  
Bianca advised Cobepa SA in connection with the €230 million financing granted by a pool of lenders for the acquisition of Salice S.p.A., a world leader in the field of opening systems, fittings for furniture and wardrobe accessories, and its Italian and foreign subsidiaries.

Esselunga's €435 million financing for the acquisition of La Villata, 2022
Bianca advised Esselunga Group in connection with the €435 million financing for the acquisition from UniCredit of 32.5 percent of the share capital of La Villata S.p.A. Immobiliare di Investimento e Sviluppo, the real estate holding company of Esselunga Group.

Industrie De Nora's multicurrency financing, 2022
Bianca advised a pool of banks in connection with a €200 million credit facility granted to Industrie De Nora and a US$100 million credit facility granted to De Nora Holdings US, for the purpose of refinancing existing indebtedness and supporting the working capital needs and general corporate purposes of the group.

Datalogic's a €100 million sustainability linked financing, 2021
Bianca advised a pool of banks, including Unicredit S.p.A., Banco BPM and BNL-BNP Paribas, in connection with a €100 million sustainability linked term loan credit facility granted to Datalogic S.p.A.

Hippocrates Holding's €165 million financing, 2021
Bianca advised Hippocrates Holding S.p.A. in connection with a €165 million financing, comprising a €150 million term loan facility and a €15 million revolving credit facility, granted by Intesa Sanpaolo S.p.A., as agent, and Intesa Sanpaolo S.p.A., Natixis S.A. - Milan Branch and Banco BPM S.p.A., as original lenders.

Kedrion's €240 million multi-currency financing, 2021
Bianca advised Kedrion S.p.A. in connection with a €240 million multi-currency term and revolving credit facility.

Esselunga's €1.83 billion financing, 2020
Bianca advised the controlling shareholders of the leading Italian food retailer Esselunga in connection with the €1.83 billion acquisition of a 30 percent share of Esselunga from its minority shareholders.

Enodev's financing, 2020
Bianca advised Enodev, a Cobepa portfolio company leader in the wine and spirits closure solutions, in connection with the term and revolving financing for the acquisition of the Sparflex group, an international leader in the creation of premium and ultra-premium packaging for champagnes, sparkling wines, wines and spirits.

BC Partners' €1.650 billion financings for the acquisition of a stake in SOFIMA, 2020
Bianca advised Sofima Holding S.p.A., a newly established company controlling IMA S.p.A., and its subsidiaries in connection with multiple financings in the context of BC Partners's acquisition of Sofima and the subsequent mandatory tender offer on all the outstanding shares of IMA S.p.A. for a total amount of €1.650 billion.

A large shipbuilding group's €1.15 billion financing, 2020
Bianca advised a pool of lenders including BNP Paribas Italian Branch, UniCredit S.p.A., Banca Nazionale del Lavoro S.p.A, Banco BPM S.p.A., Banca Popolare di Sondrio S.C.p.A., BPER Banca S.p.A., UBI Banca S.p.A. and Bayerische Landesbank in connection with a €1.15 billion term loan financing to one of the world's largest shipbuilding groups, guaranteed by SACE S.p.A. under Article 1 of the Italian Liquidity Decree.

21 Investimenti's financing for the acquisition of Philippe Model, 2016
Bianca advised 21 Investimenti in connection with the financing for the acquisition of Philippe Model, popular luxury brand of made in Italy sneakers. UniCredit Bank AG Milan Branch acted as agent, UniCredit S.p.A. acted as mandated lead arranger, bookrunner and lender and Banca Popolare Friuladria S.p.A. acted as lender.

Private Credit & Direct Lending

A&M Capital Europe's €100 million financing for the acquisition of Carton Pack, 2022
Bianca advised Ares Management funds in connection with the subscription of €100 million senior guaranteed and secured floating rate notes issued by CP Bidco, a subsidiary of A&M Capital Europe, for the acquisition by A&M Capital Europe of the entire share capital of CPH, the holding company that directly controls Carton Pack.

An American alternative investment management fund's financing, 2021
Bianca dvised an American alternative investment management fund in connection with a unitranche financing in the form of notes issued by an Italian issuer for the purposes of refinancing its existing debt. The issuer is a leading player in software market.

A Private Equity Fund's financing for the acquisition of a company leader in the bone cement and biomaterials space, 2021
Bianca advised the debt providers in connection with (i) the issuance by private equity owned issuer of €150 million senior secured floating rate notes due 2028, for the purpose of the acquisition of majority of the share capital of a company leader in the bone cement and biomaterials space, the entire share capital of an international company providing tailored engineering solutions, system development and security services and refinancing of its existing indebtedness; and (ii) the issuance by a Luxembourg parent of the sponsor of €70 million senior secured floating rate PIK notes due 2029.

Finaria's financing, 2017
Bianca advised Oaktree Capital Management, acting through its investment vehicles OCM Luxembourg ECS S.à r.l.  as arranger and ECS Finaria S.à.r.l. as underwriter, in connection with the English and Italian law aspects of the private placement of notes purchased by them and issued by Finaria S.p.A.

ECA Financing transactions

One of the world's largest shipbuilding groups' €1.15 billion financing, 2020
Bianca advised a pool of lenders including BNP Paribas Italian Branch, UniCredit S.p.A., Banca Nazionale del Lavoro S.p.A, Banco BPM S.p.A., Banca Popolare di Sondrio S.C.p.A., BPER Banca S.p.A., UBI Banca S.p.A. and Bayerische Landesbank in connection with a €1.15 billion term loan financing to one of the world's largest shipbuilding groups, guaranteed by SACE S.p.A. under Article 1 of the Italian Liquidity Decree.

A leading fashion company's €200 million financing, 2020
Bianca advised a pool of banks led by Intesa Sanpaolo S.p.A. in connection with a €200 million facility agreement granted to a leading fashion company and guaranteed by SACE S.p.A. under Article 1 of the Italian Liquidity Decree.

The Government of Sharjah's USD financing
Bianca advised SACE and the Finance Parties in connection with a SACE supported USD term facility for the Government of Sharjah, acting through the Sharjah Finance Department.

The Sharjah Electricity and Water Authority's US$146, 337,500 financing
Bianca advised SACE and the Finance Parties in connection with a SACE supported US$146, 337,500 term facility for the Sharjah Electricity and Water Authority, the public electricity, gas and water provider for the Emirate of Sharjah, UAE.

Meydan Group's US$300 million financing
Bianca advised Cassa Depositi e Prestiti S.p.A. (CDP) and Standard Chartered Bank (SCB) as arranger and agent respectively, together with a group of lenders comprising SCB, CDP and UBI Banca S.p.A, in connection with the negotiation of a US$300 million SACE covered facility to Meydan Group LLC.

LIWA Plastics petrochemical project Oman's US$6.4 billion financing
Bianca advised the arranging banks and the ECAs in connection with the US$6.4 billion project financing (including multiple ECA covered tranches) of the large-scale LIWA Plastics petrochemical project Oman owned by Oman Oil Refineries and Petroleum Industries Company.

Capital Markets

Piaggio's €250 million high yield, 2023
Bianca advised Piaggio & C. S.p.A. in connection with the issuance of €250 million, 6.5% senior unsecured notes due 2030. The notes have been offered and sold pursuant to Rule 144A and Regulation S under the US Securities Act and listed on the Luxembourg Stock Exchange. Proceeds of the notes have been used to refinance Piaggio's outstanding €250 million senior notes due 2025 issued in 2018.

Adler Pelzer's €400 million high yield, 2023
Bianca advised Adler Pelzer Holding GmbH, a worldwide leader in the design, engineering and manufacturing of acoustic and thermal components and systems for the automotive sector, in connection with the issuance of €400 million 9.500% senior secured notes due 2027. The notes have been offered and sold pursuant to Rule 144A and Regulation S under the US Securities Act and listed on Euronext Dublin's Global Exchange Market.

Kedrion's €410 million high yield, 2021
Bianca advised Kedrion S.p.A. in connection with a €410 million high yield senior secured 3.375% notes issuance. The proceeds are being used to refinance existing indebtedness and fund the partial repurchase by means of a cash tender offer of €150 million of its outstanding 3.000% notes due 2022. The notes have been offered and sold pursuant to Rule 144A and Regulation S under the US Securities Act and listed on the Irish Stock Exchange.

I.M.A.'s €1.280 billion high yield, 2020
Bianca advised Sofima Holding S.p.A., a newly established company controlling I.M.A. S.p.A., in connection with a €1,280 million high yield senior secured notes' issuance, issued in two tranches, in the context of the mandatory tender offer on all I.M.A. S.p.A.'s outstanding shares. The notes have been offered and sold pursuant to Rule 144A and Regulation S under the US Securities Act and listed on the Luxembourg Stock Exchange.

N&W Global Vending's €300 million high yield, 2016
Bianca advised Goldman Sachs International, Deutsche Bank AG, London Branch, Banca IMI S.p.A. and Crédit Agricole Corporate and Investment Bank as initial purchasers in connection with the issuance by N&W Global Vending S.p.A. of its €300 million 7% senior secured notes due 2023.

Publications

La quantificazione del danno da responsabilità degli amministratori al verificarsi di una causa di scioglimento, in Il Societario - Giuffrè, 30 May 2019. 

Opzioni put a prezzo predefinito nelle pattuizioni parasociali: la Cassazione esclude il divieto di patto leonino, in Il Societario - Giuffrè, 26 October 2018.

Novità in tema di responsabilità degli amministratori privi di deleghe, in IlSocietario, 22 febbraio 2016.

Revisione volontaria del bilancio e responsabilità della società di revisione, in Rivista di Diritto Societario, No. 1/2014.

 

Awards and Recognition

Banking & Finance 
Next Generation Partner: The Legal 500 2023

Restructuring and Insolvency 
Recommended: The Legal 500 2023