Form SC 13D/A TELECOM ITALIA S P A Filed by: Rock Investment

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

TELECOM ITALIA S.P.A.

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(Name of Issuer)

Ordinary Shares with no nominal value

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(Title of Class of Securities)

87927W10

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(CUSIP Number)

Mr. Xavier Niel

16 rue de la Ville l’Evéque

75008 Paris

France

+33 1 73 50 27 48

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(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

April 28, 2016

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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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CUSIP No. 87927W10

SCHEDULE 13D

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CUSIP No. 87927W10

SCHEDULE 13D

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CUSIP No. 87927W10

SCHEDULE 13D

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CUSIP No. 87927W10

SCHEDULE 13D

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(i)

on July 14, 2015, Rock Investment entered into a European-style call option transaction, which was amended on August 6, 2015, August 18, 2015 and April 28, 2016.  As amended, this option transaction references 660,000,000 Shares, with a final expiration date of:

		a.	June 16, 2016 and an exercise price of €1.2206 per Share with respect to 0 of the referenced Shares; and
		b.	September 1, 2017 and an exercise price of €1.08 per Share with respect to 660,000,000 of the referenced Shares (the “2017 Referenced Shares”),

and requires Rock Investment to make one or more cash payments, calculated in each case with respect to a portion of the total number of 2017 Referenced Shares, to Credit Suisse International if the volume-weighted average price of the Shares on certain specified valuation dates exceeds a specified price per Share (attached as Exhibits 99.2 and 99.13 to this Statement on Schedule 13D and incorporated by reference herein);

Exhibit 99.13

Amendment dated April 28, 2016 of Confirmation of an Option Transaction between Credit Suisse International and Rock Investment SAS dated July 14, 2015, as amended on August 6, 2015 and August 18, 2015

Amendment Agreement dated 28 April 2016

(the “Amendment Agreement”)

between

The purpose of this amendment agreement (this Amendment) is to amend the terms of the Call Option Transaction in respect of shares in Telecom Italia confirmed by a Confirmation entered into between us with a Trade Date of 14 July 2015 as previously amended by the parties on 6 August 2015 and on 18 August 2015 (the Confirmation). The Confirmation is subject to and forms part of a 2002 ISDA Master Agreement as if the parties had executed such agreement on the date the Confirmation was originally executed with the elections specified in the Confirmation (as amended from time to time) (the Agreement).

Accordingly, in consideration of the mutual agreements contained in this Amendment, the parties agree as follows:

In consideration for Party A agreeing to the amendments set out in Clause 2 below, Party B will pay EUR 25,000,000 to Party A on the date of this Amendment (the Initial Premium Amount 2”).

Subject to the condition precedent that Party A has received the Initial Premium Amount 2 on the date of this Amendment, with effect from the date of the Initial Hedging Period Completion Date 2:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SCHEDULE 2

Table of Upper Valuation Dates in respect of Observation Period 1

 

 

 

 

SCHEDULE 3

Table of Upper Valuation Dates in respect of Observation Period 2

 

 

 

SCHEDULE 4

Table of Upper Valuation Dates in respect of Observation Period 3

SCHEDULE 5

For the purpose of the table immediately above, the Initial Price 2 is rounded up or down to the nearest 0.01 (with 0.005 and above rounded up).”

 

 

Each party represents to the other party in respect of the Confirmation that the representations made by it under section 3 of the Agreement (other than (i) under section 3(e) in respect of which no representations have been made by either party; and (ii) under section 3(f) in respect of which the same representations will be deemed to be made as per page 1 and 2 of the Confirmation dated 14 July 2015) are true and accurate as of the date of this Amendment.

On the date of this Amendment, each party makes the representations set forth in section 10.1(i) of the Confirmation and Party B makes (A) the representations set forth in section 10.1(ii) and (iii) of the Confirmation, for the purposes of which the definition of the “Relevant Date” in section 10.1(iii) of the Confirmation (and as used in section 10.3 of the Confirmation) shall be deemed to include the date of this Amendment and each date on which Party B imposes or varies an Initial Hedge Condition 2 and (B) the representations set forth in section 10.1(iv) as amended below:

“On the Amendment Date 2, Party B represents to Party A that: (1) there has been no change in the identity or percentage holdings of the shareholder(s) of (i) Party B since 12 September 2013 and (ii) NJJ Holding since 2 September 2013, (2) neither it nor any of its Affiliates intends to make a bid for the entire share capital of the Issuer, nor it nor its Affiliates intends to acquire a shareholding such that it and/or its Affiliates hold such number of or interests in Shares in the Issuer as to require it or its Affiliates to make a bid for the entire share capital of the Issuer in accordance with applicable laws and regulations, (3) neither it nor any of its Affiliates holds Shares or has any synthetic position in Shares, in addition to (i) this Transaction, the share option transactions originally entered into between Party A and Party B on 8 September 2015, 18 September 2015, 21 October 2015, 26 October 2015 and 27 October 2015 (as such transactions may be amended from time to time) and (ii) any other option transactions on up to approximately 3.1% of the voting capital of the Issuer in aggregate; and (4) neither it nor any of its Affiliates has entered into any shareholder agreements or any written or oral agreements with any of existing shareholders of the Issuer.”

In addition, CS will require an email acknowledgement from Mr Niel in his capacity as pledgor that the terms of the Call Option are being amended (including an increase to the Daily Interest on the financing, an extension of the Maturity Date, a change to the Strike Price, the inclusion of Upper Individual Tranches and the Transaction Split) and that his pledge will continue to secure the amended Call Option.

“I confirm that I have received, reviewed and understand the terms of the attached Amendment Agreement between Rock Investments S.A.S. (Rock) and Credit Suisse International (CSI) in respect of the Telecom Italia Option Transaction.

As security for Rock’s obligations under the Telecom Italia Option Transaction, I have pledged in favour of CSI shares in Iliad S.A. under a Luxembourg law pledge agreement (the Pledge). Notwithstanding the changes made in the Amendment Agreement (including (i) the extension of the Maturity Date; (ii) the change to the Strike Price, (iii) the increase to the Daily Interest and; (iv) the inclusion of Upper Individual Tranches), I acknowledge and agree that the Pledge will remain in full force and effect following the execution of the Amendment Agreement and in particular but without limitation, (a) it will continue to secure Rock’s obligations to CSI and (b) the Margin Call Provisions set out in clause 11 of the Pledge will continue to apply.

For the purpose of the above, references to the Telecom Italia Option Transaction means the agreement between CSI and Rock as set out in a confirmation with a Trade Date of 14 July 2015 as previously amended on 6 August 2015 and 18 August 2015.”

On or prior to the date of this Amendment, Party B will deliver the following documents in a form and substance satisfactory to Party A. Each of the documents will be covered by the Section 3(d) Representation given by Party B.

 

 

 

Documents in respect of Party B and its Président:

 

Other Documents

Within 10 Business Days of the Amendment, Party B will provide a letter evidencing the appointment of a process agent in respect of Party B for the purposes of this Agreement.

Party B represents to Party A that as of the date of this Amendment, the most recent audited financial statements of Rock Investment are the statements in respect of the year ending 31 December 2014 which have previously been delivered by Rock Investment.

 

 

 

 

IN WITNESS WHEREOF the parties have executed this Amendment on the respective dates specified below with effect from the date specified first on the first page of this Amendment.

 

	CREDIT SUISSE INTERNATIONAL
	By:	/s/ Jean-Marc Botteri
		Name:  Jean-Marc Botteri
		Title:    Managing Director
		Capital Markets Solutions Group

 

	By:	/s/ Mounir Elarchi
		Name:  Mounir Elarchi
		Title:    Managing Director

 

 

 

Accepted and confirmed as of the date first above written:
Rock Investment SAS
By:	/s/ Xavier NIEL
	Name:  Xavier NIEL
	Title:    as Président of NJJ Holding, itself Président of Rock
	Investment SAS