TIM, Telecom Italia Finance and Telecom Italia Capital (each a TIM Issuer) made three separate but concurrent exchange offers (the Exchange Offers) to exchange certain series of their respective existing euro and US dollar denominated notes with corresponding new notes issued by the relevant TIM Issuer that upon completion of the sale of TIM’s landline network assets to KKR, will be mandatorily exchanged for an equal aggregate amount of the corresponding series of notes to be issued by Optics Bidco S.p.A., a KKR controlled vehicle. This unprecedented structure also included a highly innovative waterfall acceptance mechanism for the US Exchange Offers to provide priority to investors based on the tenor of the relevant note series. Latham & Watkins LLP represented TIM in the transaction on US and New York corporate law matters with a cross-border corporate team led by partner Jeffrey H. Lawlis and counsel Giorgio Ignazzi, with associates Chiara Coppotelli and Edoardo Picchi. Advice was also provided on English law matters by partner Manoj Tulsiani, with associate Carolina Gori; on Italian law matters by partner Antonio Coletti, with associates Marco Bonasso and Nicola Nocerino; on regulatory matters by Milan partner Cesare Milani, with associate Irene Terenghi; and on US tax matters by New York partner Jocelyn Noll, with associate Michael Yu.~~