Latham & Watkins

Latham & Watkins advised joint global coordinators and lead bookrunners Deutsche Bank, Credit Suisse and Bank IMI, together with a syndicate of investment banks acting as joint bookrunners or co-lead managers, in connection with the issuance of €1,250,000,000 euro-denominated and $2,000,000,000 U.S. dollar-denominated 11 3/4% Senior Notes due 2017 of Wind Acquisition Finance S.A. and guaranteed by WIND Telecomunicazioni S.p.A.

The proceeds from the notes, which were on-lent to WIND Telecomunicazioni S.p.A., will be distributed to Wind's parent holding company which in turn will use such proceeds to prepay pay-in-kind loans due 2011 and to pay a dividend of €500 million to Weather Investments S.p.A.

Latham & Watkins also advised Deutsche Bank, Credit Suisse and The Royal Bank of Scotland as solicitation agents in connection with the consent solicitation of waivers and amendments permitting the above transactions from holders of WIND's existing Senor Notes due 2015.

The Latham team was led by London corporate finance partners Brett Cassidy and Richard Trobman, together with corporate associates Jennifer Engelhardt, Ekin Erdogan and Jonathan Steitz. Milan partners Antonio Coletti and Andrea Novarese provided advice on Italian law, together with associates Ryan Benedict, Marcello Bragliani and Isabella Porchia.

The joint bookrunners comprised BNP PARIBAS, CALYON, Citi, Goldman Sachs International, J.P. Morgan, MPS Capital Services, RBS and UniCredit Group (HVB) and the co-lead managers comprised Banca Akros S.p.A., ING Wholesale Banking, Mediobanca S.p.A., Merrill Lynch International and Natixis.

WIND Telecomunicazioni S.p.A. is a leading Italian telecommunications operator offering mobile, Internet, fixed-line voice and data products and services to consumer and corporate subscribers.