Eni Plenitude shareholding and governance reorganization: A&O Shearman advises on financing to Ares

Following completion, Plenitude's share capital is held by Eni (65.03%), Ares (26.24%), and EIP (8.73%). Among other things, the new governance structure gives Eni and Ares joint control of Plenitude, so the company will be deconsolidated from Eni's financial statements. Eni will continue to exercise management and coordination powers (direzione e coordinamento) pursuant to Article 2497 of the Italian Civil Code, in accordance with the governance agreements entered into by the shareholders. 

The transaction further strengthens Plenitude's capital structure and is consistent with Eni's strategy of enhancing the value of its satellite companies. It also allows Eni to allocate additional resources to support the growth of its businesses, energy security and long-term value creation for shareholders.

A&O Shearman advised the banks on the financing granted to Ares with a cross-jurisdiction team led by partner Pietro Scarfone. In Italy, associate Giulia Oradei and trainee Antonio Bussolino advised on the transaction, with counsel Elia Ferdinando Clarizia handling tax matters. An A&O Shearman London team also worked on the transaction made up of partner James Ashcroft and senior associate Thomas Kleba, and a team of A&O Shearman Luxembourg comprising counsel Alexis Poisson, senior associate Eugène Welter, and associate Christine Laux also advised.