Financial Industry Alert
Italiano: Le modifiche alla legge sulla cartolarizzazione introdotte dal Decreto Crescita
Law No. 130 of April 30, 1999 on securitisation ("Law 130") has been amended by Law Decree No. 34 of 30 April 2019 on urgent measures for economic growth, published in the Official Gazette No. 100 on 30 April 2019 and in force since 1 May 2019 (the "Decreto Crescita"). The main changes include:
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Prior to the Decreto Crescita, Law 130 was amended and supplemented, inter alia, as follows:
It should be noted that the Decreto Crescita has not yet been converted into law and, as such, it is still subject to change.
1. SECURITISATION OF RECEIVABLES ARISING FROM CREDIT FACILITIES
The following amendments aim to facilitate the assignment of UTP receivables arising from credit facilities, by avoiding the need to terminate the original agreements through the assignment of the disbursement undertakings to a bank or financial intermediary, and the maintenance of the original account with the transferor bank.
In the event of assignment of receivables arising from credit facilities, should the receivables be classified as non-performing:
2. THE GRANTING OF LOANS BY SECURITISATION COMPANIES
Pursuant to Article 7.1, paragraph 3 of Law 130, financing aimed at improving collections and assisting debtors with remedying existing defaults may be granted by the Issuer SPV to:
3. THE ASSIGNMENT OF ASSETS AND RIGHTS TO SUPPORTING SPVs
The further amendments introduced by the Decreto Crescita focus on the provisions of Article 7.1 of Law 130 which, as mentioned above, was introduced in 2017 in order to lay down specific rules for the securitisation of non-performing loans.
In particular, with reference to the so-called Reoco or Leaseco and the assignment to them of real estate, registered movable property or other assets and rights granted or pledged as security for the loans subject to securitisation, it is envisaged that:
4. THE ASSIGNMENT OF ASSETS AND FINANCIAL LEASING AGREEMENTS TO SUPPORTING SPVs
In the event of assignments of leased assets together with the related agreements or the legal relationships arising from their termination, Supporting SPVs’ financial figures may be consolidated within the balance sheet of a financial intermediary and not solely within that of a bank.
5. SECURITISATIONS OF REAL ESTATE AND REGISTERED MOVABLE PROPERTY
The Decreto Crescita introduces a new Article 7.2 relating to the securitisation of real estate and registered movable property assets, as well as real and personal rights with underlying real estate and registered movable property assets.
Article 7, paragraph 1, b-bis of Law 130, as amended by Law 145/2018, already provided that its provisions are applicable to securitisation transactions of proceeds arising from the ownership of real estate, registered movable property and related real or personal rights.
With its new article 7.2, Law 130 specifies that:
6. THE TAX TREATMENT
Particularly significant tax changes have affected Supporting SPVs (also known as Reoco and Leaseco) as well as the transactions carried out by them. For a more detailed explanation on these tax changes, please refer to the Orrick’s Tax Department’s Alert (by Giovanni Leoni, Of Counsel, and Camillo Melotti Caccia, Senior Associate) available at the following link: The new tax regime for Supporting Vehicle Companies in the context of securitization transactions.