Just three weeks are due in order to find a solution on the majoirty stake of Italy’s major private equity house Clessidra sgr, after the founder Claudio Sposito passed away last january (see here a previous post by BeBeez). MF-Milano Finanza actually writes today that Clessidra’s board had asked international investors to answer about the new “key men cluase” by next April 15th. The new clause sees Clessidra’s chairman Francesco Trapani and ceo Maurizio Bottinelli as the two new principal key men (which means that if one of them is going to miss, investors have the right to confirm or not their management mandate for the funds).
After Mr. Sposito had died, Francesco Trapani and Maurizio Bottinelli have been actually appointed chairman and new ceo, respectively. Mr. Trapani had been Clessidra’s vice executive chairman and operating partner previously while Mr. Bottinelli had been chief of the investment team (see here a previous post by BeBeez).
The problem however is that investors already said Mr. Trapani that they are going to give their assent to the new clause and confirm the actual management team as soon as Mr. Trapani produces them confirmation of the fact that he has acquired the majority stake of the managment company from Mr. Sposito’s heirs as it seemed to be agreed already with Mrs. Manuela del Castillo Sposito, the founder’s widow. But talks between Mr. Trapani (who is not a shareholder of the management company now, but is an investor of Clessidra Capital Partners Fund 3) and Mrs. Sposito broke up in the last few days
Talks were broker due to the fact that Mrs. Sposito asked that Mr. Trapani would buy the whole stake she had inherited less a 1% that she would retain as a formal presence in the company inorder to defend her investments in Clessidra Capital Partners Fund II. So Mrs. Sposito asked Mr. Trapani to buy the 78% of the capital of the management company all together now for a higher price than the one agreed before of about 13 million euros (valuing the 100% about 16.5 millions), while she was said to have agreed before to sell a 59% for 7.1 million euros now (for a valuation of the company of about 12 millions) and sell the remaining stake in the next three years at a price that would be agreed on the basis of the company performance.
Moreover, Mrs Sposito asked Mr. Trapani not to vote in the board and in the investment committee as for CCP2 portfolio companies due to the fact that he is not an investor of that fund so his interest would not be aligned with the investors’ one. Mr. Trapani however has always voted in the board and in the investment committes on all portfolio companies matters and such a news would be seen as something disruptive by investors moreover in the future if he is going to be a principal key man of the funds.
All the picture is then rather complicated. And what is bad is that Clessidra sgr is still in fudraising for its third fund which was targeting initially 1-1.1 billion euros. The target was reduced after Mr. Sposito had died to about 800 million euros. Last news however might push to reduce the target even more (see here a previous post by BeBeez).
In the meantime one of the operative partners (Ugo Belardi) left the company some days ago and an other partner (Alessandro Papetti) is leaving in the next few days.
Mr. Trapani is supported by Gattai, Minoli Agostinelli & Partners law firm while the Sposito family is advised by Rothschild and by Lombardi Molinari Segni law firm. The latter substitued abruptly last weekend a previous firm (studio legale Chiomenti) and more in detail a Chimenti’s partner, Michele Carpinelli, who had been advising the family for years.
Manuela del Castillo Sposito is now studying her next moves while is waiting for an authorization from the Bank of Italy to be admitted to vote in the board and at the company assembly as the management company is under supervision of the Italian Central bank and board members have to be certified and “honorable”. Authorization from the Bnk of italy is expected by mid April just in time for Mrs. Sposito to vote at the budget meeting.
