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F&C assisted Credito Fondiario in the purchase of the npls of the three “good banks”

UBI Banca was assisted by Pedersoli Studio Legale in the acquisition of 100% of the share capital of Nuova Banca delle Marche, Nuova Banca dell’Etruria e del Lazio and Nuova Cassa di Risparmio di Chieti (the “Target Bridge Institutions”) from the National Resolution Fund.

The operation follows the offer made by UBI Banca on 11th January 2017 and the consequent sale and purchase agreement signed on 18th January 2017 with the Bank of Italy, as manager and on behalf of the National Termination Fund.

The acquisition was completed following the fulfilment of the conditions precedent, including the prescribed regulatory and antitrust authorisations, to which the execution of the purchase agreement was subject. Before the closing, Nuova Banca delle Marche, Nuova Banca dell’Etruria e del Lazio and Nuova Cassa di Risparmio di Chieti (and some of their subsidiaries) sold, as part of securitisations carried out with Fondo Atlante and Credito Fondiario, a portfolio of deteriorated loans totalling approximately 2.2 billion euro gross.

The Pedersoli team that followed the transaction is composed of the equity partners Carlo Pedersoli and Andrea Gandini as well as the partner Csaba Davide Jákó for the corporate profiles, the equity partner Davide Cacchioli and the partner Alessandro Bardanzellu for the antitrust and regulatory profiles, as well as Elena Marinucci, Valentina Canepa, Alessandra Fotticchia, Luca Rossi Provesi, Giulio Sandrelli and Paolo Manzoni.

Chiomenti has assisted the Target Bridge Institutions in the securitization of impaired loans, an essential condition for the completion of the sale to Ubi Banca of 100% of the share capital of the three institutions. The Chiomenti team is made up of the partner Gregorio Consoli assisted by Benedetto La Russa, Carlo Restuccia and Giulia Rimoldi and the partner Marco Di Siena and the associate Maurizio Fresca for the tax profiles. Chiomenti also assisted the Bank of Italy in the sale of the same banks to UBI Banca.

RCC Studio Legale has assisted Credito Fondiario with a team composed, among others, of the partner Alberto Del Din, the counsels Sofia De Cristofaro and Camilla Giovannini and the senior associate Cosimo Pennetta, as well as the partners Paolo Calderaro and Marcello Maienza. The tax profiles of the transaction on behalf of Credito Fondiario were followed by Dr. Francesco Fabbiani, partner of F&C Studio Legale.

BonelliErede supported the “Target Bridge Institutions” with a team coordinated by the partners Giuseppe Rumi and Silvia Romanelli, with the collaboration of the partners Massimo Merola for the aspects of Community law and State aid, Emanuela Da Rin for the profiles of banking law, Giovanni Guglielmetti for those of intellectual property, Monica Iacoviello for the litigation, Luca Perfetti for the aspects of administrative law, Francesco Sbisà for the supervision of criminal profiles and Andrea Silvestri for the aspects of tax law. The team also included managing partner Marcello Giustiniani for the care of labor law aspects.

BonelliErede has assisted the “bridge-entities”, since their establishment in November 2015, supporting their management in the process of maintaining the continuity of essential functions and the subsequent placement on the market, in what is considered the first case of application in Italy and among the first in Europe of the new regulatory framework introduced by the Bank Recovery and Resolution Directive (BRRD).

Legance – Avvocati Associati has assisted in the securitization of impaired loans Quaestio Capital Management SGR, the management company of Fondo Atlante II, with a team coordinated by its partner Andrea Giannelli, assisted by managing associates Antonio Matino and Roberto Mazzarano, by associates Salvatore Sardo and Giovanni Nervo and, for specific tax profiles, by counsel Francesco Di Bari. The core team was also supported by senior counsel Vittorio Pozzi, counsel Antonio Siciliano and Marco Iannò and associates Silvia Cecchini and Vincenzo Gurrado.

Facchini Rossi & Soci assisted Quaestio Capital Management SGR in the management of tax issues with a team of Francesco Facchini, Giacomo Ficai and Alessia Vignudelli.

Finally, Rs notai assisted the transferor banks.

The operation, which saw Fondo Atlante II initially underwrite all the securitization securities with a view to subsequent financing of the senior tranche, presents significant new profiles, both for the simultaneous presence of three vehicles pursuant to Law 130/1999 through which the portfolio of impaired loans was purchased, and for having securitized non-performing loans arising from terminated and unresolved leasing contracts, through the use of asset institutions.