In the rear of the Ferragni empire there are two unusual bonds worth a total of 15 million which were “cloned” and ended up in the balance sheet of Enpapi, the nurses’ social security institution. The original bonds (2018 with maturity 2025) were issued by Paolo Barletta’s Alchimia company, the main shareholder (40%) of Fenice, a key company of the “Ferragni system”. The underwriter of the bond is the company of a Milanese manager who now has the controlling share of Alchimia as a guarantee (pledge). But in reality it was the nurses who provided the funds for the operation who in fact also invested (and bet) on Chiara Ferragni’s growth and potential. Let’s try to understand better.
Fenice is the owner company (in some cases co-owner with the Morgese brothers) of the Chiara Ferragni brands, registered in Italy and abroad, starting from the best known: the stylized blue eye with very long eyelashes. Between royalties and e-commerce, a large part of the turnover comes from here: 14.2 million in 2022 and an estimate (last June) of aggregate revenues of 71 million in 2023. It is the heart of Ferragni’s activities. Fedez’s entrepreneur wife has 32.5% of the capital, Alchimia di Barletta 40%, the rest of Fenice belongs to historical partners (Barindelli, Morgese).
Avm and the clause
Paolo Barletta, 37 years old, leads a group active in real estate, hotels and, with Alchimia, in venture capital. The latter is a holding company with over 20 shareholdings of which Fenice is the most significant (the graph on the page represents only this section of the group). Last June Alchimia announced an agreement with AVM (fund manager) for the partial sale of the stake in Fenice: a “binding agreement… according to a progressive collection scheme”, we read in the Alchimia documents. But the Ferragni-Balocco affair and its cascade effects have complicated the last mile of the negotiation. According to financial sources, AVM, candidate to take over 27% of Fenice, could evaluate the exercise of the MAC (material adverse change) clause which would allow withdrawal (or request a price revision) in the event of extraordinary unfavorable events. For now, according to other qualified sources, no formal step has been taken. But lawyers are on pre-alert.
After last June’s agreement with AVM, Alchimia increased its capital in July to make room for Danilo Iervolino who paid 5 million, rising to 4%. He is one of the minority shareholders who join Barletta at 74% and Nicola Bulgari at around 17%. In the extraordinary operation Alchimia was implicitly valued at around 115 million. But to launch the capital increase, the green light was needed from the pledgee, the company AH srl which has 74% of Alchimia as guarantee, the main shareholder of Fenice, owner of the Chiara Ferragni brands. Why does Barletta have this alley? And who is his creditor? Here we come to the bonds that will mature next year.
Enpapi and investment
The operation, which does not involve Chiara Ferragni in any way, started on 28 February 2018 when the board of directors of Enpapi “having seen the investment proposal – we read in the minutes – received from Anthilla Holding srl (now AH srl, ed. ) through the CEO Andrea Cuturi … decides to approve the investment in the debt security issued by Anthilia Holding”, i.e. 15 million in total. But why invest in a completely illiquid security issued by a private limited company? The aim is “to support/invest – wrote the organisation’s top management – in SMEs operating in the real economy (potential targets in the technology, fashion, healthcare-biotech and lifestyle sectors)”. On 14 March Anthilia, which does not operate in any of these sectors, issued bonds for 10 million subscribed by Enpapi and on 25 January 2019 a second tranche for 5 million. In both cases, maturity 2025 with a fixed rate of 4% for the first three years, 5% for 2021-2022 and 6% for 2023-2025.
So Andrea Cuturi with his Anthilia collects the 15 million from Enpapi. And what does he do? In the meantime, the Alchimia holding company was born with a starting portfolio created by a series of contributions (7 March 2018) following a capital increase of 23 million. A fund is not created because Barletta’s entrepreneurial horizon does not include the management of other people’s money. Alchimia’s main asset is its shareholding in Fenice (formerly Serendipity) which an appraisal values at 14.5 million and which today is on the balance sheet at 15.9 million. Cuturi turns over the 15 million received from the nurses to Alchimia by subscribing to its bonds of the same amount as those placed at Enpapi, issued on the same days, with identical maturities but with a rate one percentage point higher. On the spread Cuturi still earns around 150 thousand euros per year. And, as mentioned, he has Alchemy’s 74% guarantee. On the Enpapi side, however, there are no similar guarantees for the subscription of Cuturi bonds which in any case 5 years ago ensured an attractive return for the level of rates at the time. The operation was approved unanimously by the Enpapi board of directors and has nothing to do with the acts and facts contested in the criminal investigation which in 2019 led to the arrests of the then president and general director. Cuturi and Barletta had known each other for years. The first, a manager with a banking background, is now managing director of a Milanese asset management company and manages the Face Off family office; The young entrepreneur worked in both companies before taking over the leadership of the family business. The friendship between Barletta and Ferragni, however, dates back to 2012 when they were 26 and 25 years old respectively.
The value of Phoenix
Today, according to June estimates, Fenice is worth around a quarter of Alchimia’s assets (30 million out of 115). This means that the Cuturi bond, personally guaranteed by Barletta, represents a leverage of 13% when in 2018 it weighed 34%. The investment company has many investments abroad, especially in the USA and Israel, and since its foundation it has achieved four exits, including Stardust, which was partially sold to the Gedi group. The perimeter of the Barletta group, however, is much broader if we consider the “over 15 thousand works built and one million square meters built”. One of the leading companies is Arsenale, focus on luxury hospitality, assets of almost 500 million, 223 in net worth and two business areas: hotel industry (among many the Hotel Minerva in Rome) and “railway cruises” (Orient Express La Dolce Vita luxury trains). The partners accompanying Barletta (59%) in the Arsenale are Nicola Bulgari, also a shareholder of Alchimia, with 21% and the Oaktree fund with 20 percent.
2024-01-22 14:32:16
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