Tommaso Tosi

Partner, Milan

Biography

Overview

Tommaso Tosi is a dual qualified lawyer (Italy and US) with over 20 years of experience in mergers and acquisitions, capital markets (particularly high yield), private equity and general corporate law. 

He advises a variety of Italian and international corporations, investment banks and financial institutions on domestic and cross-border transactions including equity or high yield/investment grade debt offers (Rule 144A and/or Regulation S), mergers and acquisitions, private equity deals and general corporate matters. 

His practice also covers commercial contracts and golden power regulations.

Tommaso has been recommended in Debt Capital Markets by The Legal 500 2021 and is recognized as a Rising Star in DCM, High Yield, M&A and Private Equity by IFLR1000 2021. In 2021 Tommaso was ranked among the most active lawyers for M&A Mid Market at the Milano Finanza Legal Awards.

Bars and Courts
Italian Bar
New York State Bar
Education
LLM
University of Chicago Law School

Chicago

JD
Università degli Studi di Parma

Italy

Languages
Italian
English

Experience

Capital Markets

Adler Pelzer Holding €75 million TAP high yield, 2021
Tommaso advised Adler Pelzer Holding GmbH in connection with the issuance of €75 million 4.125% senior secured notes due 2024, to be added to its outstanding €350 million 4.125% senior secured notes due 2024, issued pursuant to Rule 144A and Regulation S under the US Securities Act. The notes will be listed on the Euronext Dublin Global Exchange Market.

Cedacri's €650 million high yield, 2021 
Tommaso advised J.P. Morgan AG, as global coordinator and joint bookrunner, and Goldman Sachs International and UniCredit Bank AG, as joint bookrunners, in connection with the issuance of €650 million senior secured floating rate notes due 2028 by Cedacri Mergeco S.p.A. to finance its acquisition of Cedacri S.p.A.  The notes were issued pursuant to Rule 144A and Regulation S under the Securities Act and were listed on the Irish Stock Exchange. 

Astaldi's management of its bondholders’ meetings, 2019
Tommaso advised Astaldi in connection with the management of its bondholders’ meetings relating to its outstanding US HY bond and UK equity-linked bond (including a proxy/consent solicitation), in connection with Astaldi’s concordato procedure and the approval of the related concordato proposal.

Società di Progetto Brebemi’s €1.679 billion project bond financing, 2019
Tommaso advised Brebemi in connection with its €1.679 billion project bond financing. The transaction consists in a four tranched €1.679 bond issuance and approximately €307 million in credit facilities. The tranches of notes have been issued pursuant to Regulation S and Rule 144A under the US Securities Act. All notes have been listed on the Official List of Euronext Dublin and admitted to trading on the Global Exchange Market.

CVC on Rossini's €1.3 billion high yield, 2018
Tommaso advised CVC Capital Partners in connection with a €1.3 billion high yield bond issuance related to the proposed acquisition of FIMEI S.p.A., which owns 51.8 percent of the outstanding share capital of Recordati S.p.A.  The senior secured notes have been issued by Rossini S.à.r.l. in two tranches: €650 million 6.750% fixed rate notes due 2025 and €650 million floating rates notes due 2025.

Gamenet's €225 million high yield, 2018 
Tommaso advised Gamenet Group S.p.A. in connection with the issuance of its €225 million senior secured guaranteed floating rate notes due 2023. 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. The proceeds were used to finance the acquisition of GoldBet S.r.l.

Pro-Gest's €250 million high yield, 2017* 
Tommaso advised the initial purchasers in connection with the €250 million issuance of senior notes due 2024 by Pro-Gest S.p.A. (Rule 144A/Reg S).

Several debt offerings for C.M.C. di Ravenna Società Cooperativa, 2017* 
Tommaso advised Cooperativa Muratori & Cementisti – C.M.C. di Ravenna Società Cooperativa, the first Italian cooperative company to directly issue this type of debt instrument, in connection with multiple high yield offerings including (i) its €250 million high yield bond issuance of 6.875% senior notes due 2022; (ii) its €325 million offering (Rule 144A/Reg S) senior notes due 2023 and concurrent satisfaction and discharge and ultimate redemption of its existing €300 million senior notes due 2021; and (iii) its debut €300 million (Rule 144A/Reg S) 7.500% senior notes offering due 2021.

Nuovo Trasporto Viaggiatori’s €500 million debut high yield, 2017* 
Tommaso advised Nuovo Trasporto Viaggiatori in connection with its debut €550 million senior secured floating rate notes issuance due 2023 (Rule 144A/Reg S) and related €160 million credit facilities agreement and in connection with its subsequent satisfaction and discharge and ultimate redemption of such notes and concurrent overall refinancing transaction.

Several high yield offerings for Manutencoop related companies*
Tommaso advised the initial purchasers in connection with (i) the proposed €420 million senior secured notes issuance due 2022 by CMF (Rule 144A/Reg S), an affiliate of Manutencoop Facility Management S.p.A., and related €50 million revolving credit facility; (ii) the debut €425 million 8.5% senior secured notes due 2020 issuance by Manutencoop Facility Management S.p.A. (Rule 144A/Reg S tranches); and (iii) J.P. Morgan Securities p.l.c., as dealer manager, in connection with Manutencoop S.p.A. tender offer (up to €80 million) on its €425 million senior secured notes 8.50% due 2020.

 

M&A and Private Equity

Angelini Pharma's up to US$960 million acquisition of Arvelle Therapeutics, 2021
Tommaso advised Angelini Pharma in connection with the acquisition of Arvelle Therapeutics, a biopharmaceutical group headquartered in Switzerland focused on developing innovative treatments for patients with central nervous system disorders, for up to US$960 million.

Takeda's sale of assets to Hypera Pharma, 2020-2021
Tommaso advised Takeda in connection with the closing phases (including negotiation of amendments to the main agreement) of the divestment of a portfolio of select over-the-counter (OTC) and prescription pharmaceutical products in Latin America countries within its Growth and Emerging Markets Business Unit to Hypera Pharma for a total value of US$825 million.

Divestiture structuring in connection with a cartel proceeding, 2020-2021
Tommaso advised a leading international scrap lead battery recycler, in the negotiation and structuring of the divestiture (currently pending) of its shareholding in an Italian consortium (post-transformation into a corporation) in connection with a cartel proceeding initiated by the Italian Competition Authority for alleged collusive conduct in violation of Article 101 of the Treaty on the Functioning of the European Union, and advised on the related corporate matters.

Datalogic USA's sale of 85 percent of subsidiary Solution Net Systems to Architect Equity, 2020
Tommaso advised Datalogic USA, Inc., indirectly controlled by Datalogic S.p.A., an Italian company listed on the Italian Stock Exchange, in connection with the sale of 85 percent of its subsidiary Solution Net Systems Inc. to the US private equity fund Architect Equity.

Esselunga majority shareholders’ €1.8 billion acquisition of a 30 percent stake in Esselunga, 2020
Tommaso advised the controlling shareholders of the leading Italian food retailer Esselunga in connection with the structuring phase of the acquisition and financing of the €1.83 billion acquisition of a 30 percent share of Esselunga from its minority shareholders.

SECO's acquisition of InHand Electronics, 2019
Tommaso advised SECO S.p.A., an Italian company belonging to an international group leader in the sector of high technology in the miniaturization of computers and the Internet of Things, in connection with its acquisition of the entire share capital of InHand Electronics, Inc.

Dover Group's acquisition of MS Printing Solutions*
Tommaso advised the Dover Group in connection with the acquisition of 100 percent of the share capital of MS Printing Solutions S.r.l., a company specializing in the manufacture of special printers for clothing and other materials, and certain other related assets.

General Electric's US$4.3 billion acquisition of the aviation business of Avio*
Tommaso advised General Electric (i) in its US$4.3 billion acquisition of the aviation business of Avio S.p.A., an Italy-based manufacturer of aviation propulsion components and systems for civil and military aircraft; and (ii) in the corporate reorganization of its oil & gas business.

Infront Sports & Media’s sale to Bridgepoint* 
Tommaso advised the shareholders of Infront Sports & Media on the company’s sale to European private equity firm Bridgepoint. Infront represents more than 120 sports rights holders including seven national football federations, leagues such as the Italian Lega Calcio and clubs such as AC Milan.

Bridgepoint Capital's acquisition of SEA* 
Tommaso advised Bridgepoint Capital in the acquisition of a majority stake in SEA, leader in the manufacture of campers and auto-caravans, as well as in other general corporate transactions.

*Prior to joining White & Case

Awards and Recognition

Capital Markets: Debt
Recommended: The Legal 500 2021
Rising Star: IFLR1000 2021

Capital Markets: High Yield
Rising Star: IFLR1000 2021

Corporate and M&A 
Recommended: The Legal 500 2021
Rising Star: IFLR1000 2021
Ranked among the most active lawyers for M&A Mid Market at the Milano Finanza Legal Awards 2021

Private Equity
Rising Star: IFLR1000 2021