Telecom Italia S P A New (NYSE:TI): Paul Singer’s Elliott Associates, L.P. filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Elliott Associates | 430,439,864 | 0 | 430,439,864 | 0 | 430,439,864 | 2.8% |
| Elliott International | 0 | 914,684,709 | 0 | 914,684,709 | 914,684,709 | 6.0% |
| Elliott International Capital Advisors Inc | 0 | 914,684,709 | 0 | 914,684,709 | 914,684,709 | 6.0% |
Page 1 of 13 – SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D | |
| Under the Securities Exchange Act of 1934 | |
| Telecom Italia | |
| (Name of Issuer) | |
| Ordinary | |
| (Title of Class of Securities) | |
| IT0003497168** | |
| (CUSIP Number) | |
| Elliott Associates, L.P. c/o Elliott Management Corporation 40 West 57th Street New York, NY 10019 with a copy to: Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| April 3, | |
| (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 Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 11 Pages)
______________________________
* 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 Ordinary Shares do not have a CUSIP number. The ISIN number
for the Ordinary Shares is IT0003497168
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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Page 2 of 13 – SEC Filing
| 1 | NAME OF REPORTING PERSON Elliott Associates, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 430,439,864 | ||
| 8 | SHARED VOTING POWER -0- | |||
| 9 | SOLE DISPOSITIVE POWER 430,439,864 | |||
| 10 | SHARED DISPOSITIVE POWER -0- | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 430,439,864 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
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Page 3 of 13 – SEC Filing
| 1 | NAME OF REPORTING PERSON Elliott International, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 914,684,709 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 914,684,709 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 914,684,709 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
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Page 4 of 13 – SEC Filing
| 1 | NAME OF REPORTING PERSON Elliott International Capital Advisors Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 914,684,709 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 914,684,709 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 914,684,709 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 5 of 13 – SEC Filing
| Item 1. | SECURITY AND ISSUER |
| This statement relates to the ordinary shares, no nominal value (the “Ordinary Shares”), of Telecom Italia S.p.A., a joint stock company incorporated under the laws of Italy (the “Issuer”). The Issuer’s principal executive offices are located at Via Gaetano Negri 1, 20123 Milan, Italy. | |
| Item 2. | IDENTITY AND BACKGROUND |
(a)-(c) This statement
is being filed by Elliott Associates, L.P., a Delaware limited partnership, and its wholly-owned subsidiaries (collectively, “Elliott”
or “we”), Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International”),
and Elliott International Capital Advisors Inc., a Delaware corporation (“EICA” and collectively with Elliott
and Elliott International, the “Reporting Persons”). Elliott Advisors GP LLC, a Delaware limited liability
company (“Elliott Advisors”), which is controlled by Paul E. Singer (“Singer”), Elliott
Capital Advisors, L.P., a Delaware limited partnership (“Capital Advisors”), which is controlled by Singer,
and Elliott Special GP, LLC, a Delaware limited liability company (“Special GP”), which is controlled by Singer,
are the general partners of Elliott. Hambledon, Inc., a Cayman Islands corporation (“Hambledon”), which
is also controlled by Singer, is the sole general partner of Elliott International. EICA is the investment manager for Elliott
International. EICA expressly disclaims equitable ownership of and pecuniary interest in any Ordinary Shares.
ELLIOTT
The business address
of Elliott is 40 West 57th Street, New York, New York 10019.
The principal business of Elliott is to purchase,
sell, trade and invest in securities.
SINGER
Singer’s business address is 40
West 57th Street, New York, New York 10019.
Singer’s principal business is to serve as the sole managing member
of Elliott Advisors, as a general partner of Capital Advisors, as the president of EICA, and as a managing member of Special GP.
CAPITAL ADVISORS
The business address of
Capital Advisors is 40 West 57th Street, New York, New York 10019.
The principal
business of Capital Advisors is the furnishing of investment advisory services. Capital Advisors also serves as a managing
member of Special GP and as a general partner of Elliott.
The
names, business addresses, and present principal occupation or employment of the general partners of Capital Advisors are as follows:
| NAME | ADDRESS | OCCUPATION |
| Paul E. Singer | 40 West 57th St. New York, New York 10019 | Sole Managing Member of Elliott Advisors; General partner of Capital Advisors; President of EICA; and a managing member of Special GP |
| Braxton Associates, Inc. | 40 West 57th St. New York, New York 10019 | The principal business of Braxton Associates, Inc. is serving as general partner of Capital Advisors |
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Page 6 of 13 – SEC Filing
| Elliott Asset Management LLC | 40 West 57th St. New York, New York 10019 | General Partner of Capital Advisors |
| The name, business address, and present principal occupation or employment of the sole director and executive officer of Braxton Associates, Inc. are as follows: |
| NAME | ADDRESS | OCCUPATION |
| Paul E. Singer | 40 West 57th St. New York, New York 10019 | Sole Managing Member of Elliott Advisors; General partner of Capital Advisors; President of EICA; and a managing member of Special GP |
| ELLIOTT |
| The business address of Special GP is 40 West 57th Street, New York, New York 10019. |
| The principal business of Special GP is serving as a general partner of Elliott. |
| The names, business address, and present principal occupation or employment of the managing members of Special GP are as follows: |
| NAME | ADDRESS | OCCUPATION |
| Paul E. Singer | 40 West 57th St. New York, New York 10019 | Sole Managing Member of Elliott Advisors; General partner of Capital Advisors; President of EICA; and a managing member of Special GP |
| Braxton Associates, Inc. | 40 West 57th St. New York, New York 10019 | The principal business of Braxton Associates, Inc. is serving as general partner of Capital Advisors |
| Elliott Asset Management LLC | 40 West 57th St. New York, New York 10019 | General Partner of Capital Advisors |
| ELLIOTT |
| The business address of Elliott Advisors is 40 West 57th Street, New York, New York 10019. |
| The principal business of Elliott Advisors is serving as a general partner of Elliott. |
| The name, business address, and present principal occupation or employment of the sole managing member of Elliott Advisors are as follows: |
| NAME | ADDRESS | OCCUPATION |
| Paul E. Singer | 40 West 57th St. New York, New York 10019 | Sole Managing Member of Elliott Advisors; General partner of Capital Advisors; President of EICA; and a managing member of Special GP |
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Page 7 of 13 – SEC Filing
| ELLIOTT |
| The business address of Elliott International is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies. |
| The principal business of Elliott International is to purchase, sell, trade and invest in securities. |
| The name, business address, and present principal occupation or employment of the general partner of Elliott International is as follows: |
| NAME | ADDRESS | OCCUPATION |
| Hambledon, Inc. | c/o Maples & Calder P.O. Box 309 Ugland House South Church Street George Town, Cayman Islands British West Indies | General partner of Elliott International |
| HAMBLEDON |
| The |
| NAME | ADDRESS | OCCUPATION |
| Paul E. Singer | 40 West 57th St. New York, New York 10019 | Sole Managing Member of Elliott Advisors; General partner of Capital Advisors; President of EICA; and a managing member of Special GP |
| EICA |
| The business address of EICA is 40 West 57th Street New York, New York 10019. |
| The principal business of EICA is to act as investment manager for Elliott International. |
| The name, business address, and present principal occupation or employment of the sole director and executive officer of EICA is as follows: |
| NAME | ADDRESS | OCCUPATION |
| Paul E. Singer | 40 West 57th St. New York, New York 10019 | Sole Managing Member of Elliott Advisors; General partner of Capital Advisors; President of EICA; and a managing member of Special GP |
| (d) and (e) During the last five years, none of the persons or entities listed above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) Singer is a citizen of the United States of America. |
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Page 8 of 13 – SEC Filing
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Elliott Working Capital | The aggregate purchase price of the Ordinary Shares directly owned by Elliott is approximately $384,151,423. |
| Elliott International Working Capital | The aggregate purchase price of the Ordinary Shares directly owned by Elliott International is approximately $815,558,120. |
| The Reporting Persons may effect purchases of the Ordinary Shares through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in the Ordinary Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the Ordinary Shares. |
| Item 4. | PURPOSE OF TRANSACTION |
| The Reporting Persons believe the securities of the Issuer are undervalued and represent an attractive investment opportunity. The Reporting Persons believe that the Issuer’s governance, valuation, strategic direction and relationships with Italian authorities would be improved by replacing certain members of the board with new, fully independent and highly qualified directors. In this regard, on March 14, 2018, the Reporting Persons nominated Fulvio Conti, Massimo Ferrari, Paola Giannotti De Ponti, Luigi Gubitosi, Dante Roscini and Rocco Sabelli to the Board to replace six of the directors appointed in 2017 from the Vivendi list. The Reporting Persons believe that a fully independent Board should and would consider taking steps to maximize shareholder value, including simplifying the Issuer’s capital structure so as to allow all shares the same voting and economic rights. The Reporting Persons also believe that the Issuer should separate part of the Issuer’s NetCo and Sparkle units through a sale and use the proceeds to reduce leverage and that the Issuer should reintroduce a dividend. |
| The Reporting Persons intend to consider, explore and/or develop plans and/or make proposals with respect to, among other things, the matters set forth in the previous paragraph and potential changes in, the Issuer’s operations, management, organizational documents, Board composition, ownership, capital or corporate structure, sale transactions, dividend policy, and strategy and plans. The Reporting Persons intend to communicate with the Issuer’s management and Board about, and may enter into negotiations with them regarding, the foregoing and a broad range of operational and strategic matters and to communicate with other shareholders or third parties, including potential acquirers, service providers and financing sources regarding the foregoing. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons may change their intentions with respect to any and all matters referred to in this item 4. They may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions. |
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Page 9 of 13 – SEC Filing
| 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) The As As |
| (b) Elliott |
| (c) The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto. |
| (d) No |
| (e) Not applicable. |
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Page 10 of 13 – SEC Filing
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| Elliott and Elliott International Elliott and Elliott On April 9, 2018, Elliott, Except as described above in this Item 6, none of the Reporting |
| Item 7. | EXHIBITS |
| Exhibit | Description |
| Exhibit 99.1 – | Joint Filing Agreement |
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Page 11 of 13 – SEC Filing
SIGNATURES
After reasonable
inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DATE: April 9, 2018
| ELLIOTT ASSOCIATES, L.P. | ||
| By: Elliott Capital Advisors, L.P., as General Partner | ||
| By: Braxton Associates, Inc., as General Partner | ||
| /s/ Elliot Greenberg | ||
| Name: Elliot Greenberg | ||
| Title: Vice President |
| ELLIOTT INTERNATIONAL, L.P. | ||
| By: Elliott International Capital Advisors Inc., as Attorney-in-Fact | ||
| /s/ Elliot Greenberg | ||
| Name: Elliot Greenberg | ||
| Title: Vice President |
| ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. | ||
| /s/ Elliot Greenberg | ||
| Name: Elliot Greenberg | ||
| Title: Vice President |
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Page 12 of 13 – SEC Filing
SCHEDULE 1
Transactions of the Reporting Persons Effected
During the Past 60 Days
The following transactions were effected directly by Elliott Associates,
L.P. in the Ordinary Shares during the past 60 days:
| Date | Security | Amount of Shs. Bought / (Sold) | Approx. price (€) per Share |
| 04/06/2018 | Ordinary Shares | 175,390,154 | 0.8540 |
| 03/15/2018 | Ordinary Shares | 1,280,000 | 0.8056 |
| 03/15/2018 | Ordinary Shares | 35,821,043 | 0.8058 |
The following transactions were effected by The Liverpool Limited
Partnership in the Ordinary Shares during the past 60 days:
| Date | Security | Amount of Shs. Bought / (Sold) | Approx. price (€) per Share |
| 04/06/2018 | Ordinary Shares | 1,101,811 | 0.8472 |
| 04/06/2018 | Ordinary Shares | 9,238,479 | 0.8482 |
| 04/03/2018 | Ordinary Shares | 7,129,806 | 0.7630 |
| 03/29/2018 | Ordinary Shares | 37,542,139 | 0.7752 |
| 03/28/2018 | Ordinary Shares | 17,600,000 | 0.7608 |
The following transactions were effected by Elliott International,
L.P. in the Ordinary Shares during the past 60 days:
| Date | Security | Amount of Shs. Bought / (Sold) | Approx. price (€) per Share |
| 04/06/2018 | Ordinary Shares | 2,341,349 | 0.8472 |
| 04/06/2018 | Ordinary Shares | 372,704,076 | 0.8540 |
| 04/06/2018 | Ordinary Shares | 19,631,768 | 0.8482 |
| 04/03/2018 | Ordinary Shares | 64,927,894 | 0.7630 |
| 03/29/2018 | Ordinary Shares | 30,000,000 | 0.7752 |
| 03/28/2018 | Ordinary Shares | 37,400,000 | 0.7608 |
| 03/15/2018 | Ordinary Shares | 2,720,000 | 0.8056 |
| 03/15/2018 | Ordinary Shares | 76,119,715 | 0.8058 |
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Page 13 of 13 – SEC Filing
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement
on Schedule 13D with respect to the Ordinary Shares of Telecom Italia S.p.A., dated April 9, 2018, and any further amendments thereto
signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions
of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
DATE: April 9, 2018
| ELLIOTT ASSOCIATES, L.P. | ||
| By: Elliott Capital Advisors, L.P., as General Partner | ||
| By: Braxton Associates, Inc., as General Partner | ||
| /s/ Elliot Greenberg | ||
| Name: Elliot Greenberg | ||
| Title: Vice President |
| ELLIOTT INTERNATIONAL, L.P. | ||
| By: Elliott International Capital Advisors Inc., as Attorney-in-Fact | ||
| /s/ Elliot Greenberg | ||
| Name: Elliot Greenberg | ||
| Title: Vice President |
| ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. | ||
| /s/ Elliot Greenberg | ||
| Name: Elliot Greenberg | ||
| Title: Vice President |
