- allowing an Italian securitisation vehicle (“SPV”) to finance the purchase of receivables through loan financing (instead of issuing asset-backed notes);
- extending the segregation regime applicable to the amounts paid by the assigned debtor(s) also to other e amounts received in settlement of the assigned receivables" (comunque ricevute a soddisfacimento dei crediti ceduti);
- extending the benefits provided by the segregation regime to the rights arising from loans made to the SPV; and
- clarifying that, in the context of securitisation of non performing exposures, assets (such as real estate and registered movable assets) collateralizing the securitized receivables can be transferred to special purpose companies set up to acquire such collateral (so called “ReoCos” or “LeasCos”) also through corporate transactions.
- Amendments to article 1 paragraph 1 lett. b) of the Securitisation Law
- introduce the possibility for an Italian SPV to finance the purchase of receivables not only through the issuance of notes, but also through the execution of facility agreements made available by third parties duly authorised to perform lending activity (e.g, banks, financial intermediaries and credit funds authorised to direct lending);
- extend the benefits provided by the segregation regime to the rights deriving from any facility made available by any third parties to the SPV.
In addition the said provisions would render easier the structuring of bridge financing to an SPV since it is now provided that a bridge lender funding the SPV through a loan has the same legal protections of the noteholders in terms of segregation of assets. .
- Clarifications on article 7.1 paragraph 4 of the Securitisation Law
Article 7.1 of the Securitisation Law allows, in the context of securitisation transaction of NPLs, the incorporation of ReoCos (or LeasCo in case of securitisation of non performing lease receivables) aimed at acquiring, managing and enhancing real estate assets and registered movable assets which are collateral to the securitised receivables.
The clarification introduced in Securitisation Law specifies that the transfer of the said assets may also occur as a result of a demerger or other corporate transactions .
The above clarification brings certainty and simplifies the structuring of securitisations having real estate or other registered assets as collateral (e.g. securitisations of non performing financial leasing contracts) since it would enable the originator to transfer all the assets underlying the securitised receivables through inter alia a demerger which, for various technical reasons, might result a preferable route compared to an ordinary sale and purchase transaction.
Avv. Carmelo Raimondo
Avv. Matteo Colavolpe
Sign up to our email digest
Click to subscribe or manage your email preferences.