Finance Monthly Deal Maker Awards 2017 Edition

www.finance-monthly.com 36 FINANCE MONTHLY DEAL MAKER AWARDS 2017 MERGERS & ACQUISITIONS CARLO MOLARO Founder of Studio Molaro – Pezzetta – Romanel l i – Del Fabbro ABOUT CARLO MOLARO After his economics degree at the University of Trieste, Carlo Molaro founded the Firm in 1992. Following a first period in which he dealt with tax law, Carlo Molaro focuses on corporate law and finance transactions, in Italy and abroad, covering both the sell and buy side: “It gives me great satisfaction to be able to find in M&A operations the difficult balance among the wishes of the many stakeholders; balance from which value and opportunities can be generated for all parties. This goal is achieved with professionalism, patience, ability to listen and great tenacity”, Carlo Molaro says. The experience gained allows him to assist theClient throughout thewhole process: he understands and shares needs, expectations and objectives with the Clients, he defines the criteria for the acquisition/ disposal, establishes and manages the relationships between the parties and other possible financial partners (private equity funds, banks, etc.), he leads the negotiations, structures the deal from both the financial (performing due diligence, identifying the values, defining the business plan and the financial projections, structuring the tax planning) and the contractual point of view (from drafting the entire agreements up to managing signing and closing). He also provides professional assistance in generational transfers, in arrangements between heirs and family members, in corporate and group reorganizations. Among his activity, Carlo Molaro also holds the position of statutory auditor in leading industrial and financial companies, he is an official court Arbitrator, he has been lecturer in several training courses and speaker in several professional conferences on tax and corporate issues. FIRM PROFILE The Firm, Studio Molaro – Pezzetta – Romanelli – Del Fabbro, is a legal and business consultancy Firm based in Udine, north-east Italy, where it has been giving legal, financial and fiscal advice to the region’s leading companies for over 25 years. The Firm specializes in providing professional assistance in the field of M&A, corporate finance transactions, corporate restructuring, debt restructuring, corporate and management consulting, fiscal consulting, tax litigations. The broad range of specialized expertise is strictly functional to the specific Client’s needs in order to provide custom-made solutions. By operating in an integrated manner with the local business community, the Firm has become a reference point for the territory and prides itself on its high degree of experience and in-depth level of professional skills. According to project management logics, the Firm is composed of several professionals with a high degree of specialization, reliability, creativity and resourcefulness, which maintain strong synergic relationships with local and international individuals operating in various professional fields. The Firm actively participates in social and charitable activities benefiting external entities and community organizations. Among these activities, on an annual basis, the Firm launches an Award for an outstanding university student who has obtained a three-year degree by discussing a thesis of particular interest for its technical and scientific content. Thanks to the professional expertise acquired and developed over the years, coupled with its dedication to quality service, the Firm won the prestigious “Le Fonti Award” (November 2017) as the best advisory Firm in the Country working in the field of corporate finance transactions. Awarded for his involvement in the following transactions: Cigierre - Compagnia Generale Ristorazione to Acquire America Graffiti Franchising TRANSACTION REPORT A leader in the Italian casual dining market, the Cigierre Group has expanded significantly since its foundation in 1995. In 2016, with a view to consolidating its market share, Cigierre decided to acquire its competitor America Graffiti, a franchise with more than 60 restaurants in Northern and Central Italy. It is recognized and appreciated for its unmistakable style, inspired by the American pop culture of the 1950s. Every restaurant is a reproduction of the signature ‘American diner’ fast food and you can sample classic hamburgers, fried chicken or cheesecake. Cigierre instructed Studio Molaro – Pezzetta – Romanelli – Del Fabbro to be assisted during the negotiations in order to reach a mutual agreement on the terms and economic conditions of the prospective acquisition. The Firm’s team consisted of the Founder Carlo Molaro and Associates Simone De Angelis and Tommaso Vidale. The relationship between the parties began in late 2016. Initially, a re-investment in the target company by the founders was envisaged. All the agreements between the parties were defined assuming the presence of several shareholders and, therefore, included call and put option rights and specific minority stake protection rights. Subsequently, however, the owners of America Graffiti gave Cigierre the opportunity to buy the entire share capital and, following a period of in-depth analysis, Cigierre decided to become the sole shareholder. On the 29th of November 2017, Cigierre signed the deed of acquisition of America Graffiti’s entire share capital for approximately € 35,000,000. After this acquisition Cigierre owns over 300 restaurants in Europe. CONTACT Carlo Molaro - Founder E: c.molaro@molaro-pezzettaeassociati.it Studio Molaro – Pezzetta – Romanelli – Del Fabbro Piazza della Repubblica 3, Udine - Italy E: studio@molaro-pezzettaeassociati.it T: +39.0432.294880 W: www.studiomprd.it