13D Filing: Elliott Associates, L.P. and Telecom Italia S.p.A (TI)

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The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer’s financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Ordinary Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Ordinary Shares without affecting their beneficial ownership of Ordinary Shares.  In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described  in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER

(a)
As of the date hereof, Elliott, Elliott International and EICA collectively have beneficial ownership of 1,345,124,573
Ordinary Shares constituting approximately 8.8% of the Ordinary Shares outstanding and combined economic exposure in the Issuer
equivalent to 1,345,124,573 Ordinary Shares constituting approximately 8.8% of the Ordinary Shares outstanding.

The
aggregate percentage of the Ordinary Shares reported owned by each person named herein is based upon 15,203,122,583 Ordinary Shares
outstanding, which is the total number of Ordinary Shares outstanding as of March 24, 2018, as reported in the Issuer’s Notice
of Shareholders’ Meeting, published on March 24, 2018.

As
of the date hereof, Elliott beneficially owned 430,439,864 Ordinary Shares, including 134,841,605 Ordinary Shares through The Liverpool
Limited Partnership, a Bermuda limited partnership that is a wholly-owned subsidiary of Elliott (“Liverpool”),
constituting 2.8% of the Ordinary Shares outstanding.

As
of the date hereof, Elliott International beneficially owned 914,684,709 Ordinary Shares constituting 6.0% of the Ordinary outstanding.
EICA, as the investment manager of Elliott International may be deemed to beneficially own the 914,684,709 Ordinary Shares beneficially
owned by Elliott International, constituting 6.0% of the Ordinary Shares outstanding.

(b)
Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of the Ordinary Shares owned
directly by it.

Elliott
International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the Ordinary
Shares owned directly by Elliott International. Information regarding each of Elliott International and EICA is set forth in Item
2 of this Schedule 13D and is expressly incorporated by reference herein.

(c)              The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto.

(d)
No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Ordinary Shares beneficially owned by Elliott.

No
person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Ordinary Shares beneficially owned by Elliott International and EICA.

(e)              Not applicable.

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