SCHEDULE 13D/A: Exor N.V. and Piero Ferrari Group Adjust Ferrari Holdings with Major Secondary Offering and Share Buyback

Exor N.V. and the Piero Ferrari Group have updated their beneficial ownership in Ferrari N.V. following a significant secondary offering of 6.67 million shares by Exor and a concurrent share buyback by Ferrari, impacting the company's ownership structure and voting power.

Summary

• This document is Amendment No. 4 to the Schedule 13D filing for Ferrari N.V., updating the beneficial ownership of common shares by Exor N.V., Piero Ferrari, Trust Piero Ferrari, Enzo Mattioli Ferrari (trustee), and Franco Ravanetti (guardian).
• Exor N.V. completed a global secondary offering of 6,666,667 Ferrari common shares at Euro 450.00 per share (approximately $472.14 per share), which closed on March 3, 2025.
• Following the secondary offering, Exor N.V. has entered into a 360-day lock-up agreement, restricting further sales of Ferrari shares.
• Concurrently with the secondary offering, Ferrari N.V. completed a share buyback, repurchasing 666,666 common shares at the offering price of Euro 450.00 per share on March 3, 2025. This buyback was part of a commitment to repurchase up to 10% of the shares sold in the secondary offering or shares totaling Euro 300,000,000.
• The aggregate beneficial ownership of the Reporting Persons (Exor N.V., Piero Ferrari, and Trust Piero Ferrari) remains 56,662,908 common shares, representing 31.8% of the class without considering loyalty voting rights.
• Including loyalty voting shares, the combined voting power of Exor and Piero Ferrari in Ferrari N.V. is approximately 48.3%.

Sentiment

Score: 6

Explanation: The filing details a significant secondary offering by a major shareholder and a concurrent share buyback by the company. While the sale by Exor could be seen as a slight negative, the company's buyback at the offering price indicates confidence and capital management. The overall impact is neutral to slightly positive, as it clarifies ownership and demonstrates active management of capital structure.

Positives

• The share buyback by Ferrari N.V. at the offering price can be seen as a positive signal of confidence in the company's valuation by its own management.
• The 360-day lock-up agreement by Exor provides a period of stability regarding a major shareholder's intentions, reducing immediate selling pressure from Exor.

Negatives

• Exor's sale of 6,666,667 shares represents a significant reduction in its direct stake, which could be perceived as a lack of conviction, although partially offset by the buyback.

Risks

• Potential for future changes in ownership or control, as Reporting Persons reserve the right to acquire or dispose of additional securities.
• The influence of the loyalty voting program, which grants double voting rights, could concentrate control and potentially limit the influence of other shareholders.

Future Outlook

The Reporting Persons continuously evaluate Ferrari's financial condition and prospects, reserving the right to adjust their holdings (acquire or dispose of shares) based on various factors including market conditions and Ferrari's business developments. They may also engage in discussions with management and other parties regarding strategic plans, operations, and capital structure, potentially suggesting changes to enhance shareholder value, including M&A, anti-takeover measures, or dividend policies. Exor specifically expects to suggest candidates for election to Ferrari's Board of Directors.

Management Comments

• Exor N.V. is one of Europe's largest diversified holding companies.
• Mr. Ferrari's principal occupation is as Vice Chairman of Ferrari.
• The trustee, with the consent of the guardian, can dispose of the shares of Ferrari held by the Trust to the extent consistent with the purposes of the Trust.

Industry Context

This filing primarily concerns ownership structure and capital allocation within Ferrari N.V., a luxury motor vehicle manufacturer. The secondary offering and share buyback reflect internal strategic decisions regarding shareholder value and capital management, rather than broader industry trends, though the high share price (Euro 450.00) reflects Ferrari's premium market position within the luxury automotive sector.

Corporate Governance

Related Party Transactions

• The secondary offering involved Exor N.V. (a major shareholder) selling shares, and Ferrari N.V. (the issuer) concurrently repurchasing shares from the underwriters, which constitutes a transaction between related parties.
• The Shareholders' Agreement between Exor, Piero Ferrari, and Trust Piero Ferrari governs their collective holdings and voting, indicating ongoing related party arrangements.

Stakeholder Impact

• Shareholders: The secondary offering increased the public float of Ferrari shares, potentially improving liquidity for other investors. The share buyback could be seen as a positive for remaining shareholders by reducing the number of outstanding shares. The lock-up provides short-term stability regarding Exor's holdings. The loyalty voting program continues to concentrate voting power with Exor and Piero Ferrari.
• Management: The filing reaffirms the existing management structure and the influence of major shareholders like Exor and Piero Ferrari.

Next Steps

• Exor N.V. is subject to a 360-day lock-up period, restricting further sales of Ferrari common shares.
• Reporting Persons will continue to evaluate Ferrari's financial condition and prospects, reserving the right to acquire or dispose of additional securities.
• Reporting Persons may engage in discussions with Ferrari management and other parties regarding strategic plans, operations, and capital structure.
• Exor N.V. expects to suggest candidates for election to Ferrari's Board of Directors.

Key Dates

Recommendation

Keywords

Ferrari N.V., Exor N.V., Piero Ferrari, Schedule 13D, SEC filing, beneficial ownership, secondary offering, share buyback, loyalty voting shares, corporate governance, equity stake, investment, luxury vehicles