Spaxs spa, a Special purpose acquisition company promoted by former Intesa Sanpaolo and Poste Italiane’s ceo and former Italian Government minister, Corrado Passera, together with former head of NPLs area of Banca Ifis, Andrea Clamer, raised 600 million euros from Italian and international investors after having reached orders for as much as 760 million euros (see here the press release and for a round up of all Italian SPACs raised till now or still in fundraising download here the BeBeez SPAC Report).
Spaxs expects Borsa Italiana to admit its shares to trading on Aim Italia tomorrow January 30th  February 1st as the first day of trading, while the business combination will have to be announced by 18 months from listing.
Orders were generated for about two thirds from international investors and for one third from Itlaian investors. Among them, Mr. Passera said to MF Milano Finanza there are: “Private equity funds, asset managers and Italian, British an US family offices”. Also Atlas is said to be an investor.
Atlas Merchant Capital was the private equity firm with a special focus on the financial sector that has been studying both Arca sgr and Farbanca dossiers in Italy in the last two years. Moreover it was one of the three private equity firms (together with Warburg Pincus and BC partners) that  were ready to invest a total of 2.5 billion euros in a recap of Montepaschi banking group in Autumn 2016 in a project prepared by Mr. Passera together financial advisor Boston Consulting Group and Cleary Gottlieb law firm (see here a previous post by BeBeez). Mr. Passera’s proposal, however, was not event considered by Mps’s Board of Directors which chose to accept a proposal by its financial advisors (JPMorgan and Mediobanca) for a private recap of the bank. However that try was not succesful and Mps was saved by a Government Decree (see here a rpevious psot by BeBeez).
Mr. Passera and Mr. Clamer will subscribe for 1.8 million non-voting preferred shares equivalent to 18 million euros (i.e. 3% of the proceeds). These may be converted into common stock upon meeting the conditions set forth in and as per the Articles of Association, and the resulting common shares shall be subject to a lock-up period of 12 months. Just 20% of non-voting preferred shares will be converted into common stock at the business combination date in a ratio of 6 common shares for each preferred share, while the 80% of preferred shares will be converted when the stock will reach a 15 euros price in a ratio of 8 common shares for each preferred share.
After the business combination and the dilution coming from conversion of warrants owned by common shareholders, it is likely that the preferred shares will represent a 15-16% stake of the common capital.
As for the warrants they are going to be assigned for free to common shareholdersa in a ratio of 5 warrants every 10 common shares, of which one warrant will be assigned at listing and the other 4 warrants will be assigned at the business combination date. Twelve moths after the business combination, other common shares will be assigned for free to the warrants’ owners in a ratio of one share for 5 warrants.
Spaxs is Italy’s first Spac with an investment policy focusing on financial services. It will use the net proceeds from the offering to carry out a business combination with a target company operating in the banking and/or financial sector and subsequently capitalise it to support its growth strategy. The aim is to give birth to a financial operator active in financial services for SMEs, in the non-performing loan sector and in the financial digital services.
The Board of Directors of Spaxs will be made by Corrado Passera (executive chairman), Andrea Clamer, Massimo Brambilla (managing director of Fredericks Michael & Co and minority shareholder with a 5% stake in Metis spa, the veichle through which Mr. Passera owns its stake in Spaxs; Metis is owned for another 5% by  Luca Arnaboldi, a senior partner of Carnelutti law firm, see here a previous post by BeBeez) and Maurizia Squinzi (independent director and former top manager in a series of Italian corporates such as Poste Italiane).
Banca Imi and Credit Suisse Securities acted as joint global coordinators and, together with Equita sim, as joint bookrunners. Banca Imi acts also as Nomad and Specialist. Spaxs and its promoters were advised by The Boston Consulting Group and by Gatti Pavesi Bianchi law firm while the joint global coordinators were supported by Latham & Watkins law firm. The independent auditor is Kpmg.
