Decreto Sostegni bis: A new guarantee for securitisation transactions involving bonds in Italy

The Law Decree No. 73 of 2021 (Decreto Sostegni bis) was published on 25 May 2021 in the Italian Official Gazette, providing urgent measures regarding the COVID-19 emergency. The measures are directed to, inter alia, companies, labour, youth, health and local services. More specifically, with regard to the regulatory provisions concerning companies, the Decreto Sostegni bis is aimed at supporting access to alternative financing sources.

Article 15 of Decreto Sostegni bis provides for the establishment, within the framework of the “Guarantee Fund” ex article 2, paragraph 100, letter a), of Law no. 662 of 23 December 1996, of a specific section dedicated to guarantees to be granted on portfolios of bonds issued by companies aiming to implement qualified business development programmes, in the context of securitisation transactions.

In particular, the following requirements must be met for the guarantee to be granted:

Subjective requirements:

• Size of the beneficiary company. The provision refers to companies with no more than 499 employees. Therefore, the guarantee not only applies to SMEs but also to larger companies.

Objective requirements:

• The bonds must be issued in the context of securitisation transactions. The provision specifies that the securitisation can be of a traditional, synthetic or even without portfolio segmentation type.
  
  

  In a traditional securitisation the securitisation SPV would subscribe / purchase the relevant bonds, while in a synthetic securitisation there would be no ownership by the SPV of the bonds, but a transfer to the SPV of the credit risk associated with the bonds.

  Although the provision referring to transactions without portfolio segmentation does not appear to be completely clear (ie the relevant EU securitisation regulation makes reference to the credit risk – associated with an exposure or a pool of exposures – being tranched), it suggests that the guarantee can also be granted in the context of single tranche securitisations. As a consequence, securitisations that do not fall under the definition of “securitisation” according to Article 2 of Regulation (EU) 2017/2402 might be entitled to have access to such guarantee.

• The nominal amount of the bonds to be issued by each company must be between EUR2 million and EUR8 million.

• The bonds must be issued by the relevant companies with the purpose of financing the implementation of qualified business development programmes (programmi qualificati di sviluppo aziendale).

Considering the features outlined by the Decreto Sostegni bis summarized above, it is reasonable to believe that such guarantees would be granted predominantly in the context of “basket-bond” transactions, where several bonds issued by companies are pulled together and subscribed / purchased by a securitisation SPV. To get the funds necessary to subscribe / purchase such bonds, the securitisation SPV issues asset-backed securities (typically as “partly-paid” notes or securitisation issuance programme, to allow the subscription / purchase of additional bonds throughout the life of the securitisation transaction).

Article 15 of Decreto Sostegni bis also refers to a Decree of the Minister of Economic Development, in agreement with the Minister of Economy and Finance, which will further establish the following:

• modalities, terms, limits and conditions for the granting of such guarantee;
• the characteristics of the eligible business development programmes;
• the requirements of the proposing companies;
• the requirements of eligible securitisation transactions;
• the criteria for the selection; and
• the modalities of involvement of possible institutional or professional investors in the transaction.

For further information or clarifications, please do not hesitate to contact us.