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Giada Sec. Srl (2022): 13 December 2022


The net proceeds of the offering of the Notes will be applied by the Issuer on the Issue Date to fund the purchase of a portfolio of monetary claims and connected rights arising under The net proceeds of the offering of the Notes will be applied by the Issuer on the Issue Date to fund the purchase of a portfolio of monetary claims and connected rights arising under loans granted to small and medium-sized enterprises and certain corporate enterprises pursuant to mortgage loan agreements or unsecured loan agreements originated by Intesa Sanpaolo S.p.A, UBI Banca – Unione di Banche Italiane S.p.A. and other banks subsequently merged by incorporation into the Originator, purchased by the Issuer under the terms of a Master Receivables Purchase Agreement.

Pursuant to the terms and subject to the conditions of the Master Receivables Purchase Agreement and the relevant purchase notice, the Originator may, during the Revolving Period, sell to the Issuer additional portfolios.

Eligibility criteria (includes): receivables arising from mortgage loans or unsecured loans which are governed by Italian law; loans denominated in Euro; receivables which do not arise from agricultural loans, public works project loans or personal loans; receivables which are not arising from syndicated loans; receivables in relation to which the debtors are individuals resident or domiciliated in Italy or legal entities registered under Italian laws and having its registered office in Italy; receivables arising from loans which do not provide for any subsidy or other benefits in relation to principal or interest; receivables arising from loan agreements having the so called French or Italian amortisation plan.

The initial pool consists of 191,399 loans, advanced to 57,577 groups, where the average current balance is Eur79,252, and the largest is Eur6.566mn. The portfolio is highly granular with the top 1 borrower group accountable for 0.09% of balances, the top 10 for 0.78% and the top 20 for 1.38%. Amortisation Type: French – 92.50%, Linear – 7.50%. Interest rate Type: Floating all life – 50.87%, Fixed all life – 49.13%. WA seasoning is 19mnths. Regional concentration: Lombardia – 25.74%, Veneto – 10.65%, Toscana – 9.39% and Piemonte 8.40%.

EU Risk Retention: The Originator has undertaken that it will retain for the life of the transaction a material net economic interest of not less than 5% in the securitisation as required by Article 6(1) of the Regulation (EU) No. 2017/2402. As at the Issue Date, such material net economic interest is represented by the retention of not less than 5% of the total nominal value of each of the tranches sold or transferred to investors (i.e. the Senior Notes and the Junior Notes).

US Risk Retention: The transaction is not intended to involve the retention by a sponsor for purposes of compliance with the final rules promulgated under Section 15G of the Securities Exchange Act of 1934, in reliance on an exemption provided for in Rule 20 of the US Risk Retention Rules regarding non US transactions.

Compare/contrast: Lanterna Finance Srl (2021-1), Valsabbina SME 3 SPV Srl
and certain corporate enterprises pursuant to mortgage loan agreements or unsecured loan agreements originated by Intesa Sanpaolo S.p.A, UBI Banca – Unione di Banche Italiane S.p.A. and other banks subsequently merged by incorporation into the Originator, purchased by the Issuer under the terms of a Master Receivables Purchase Agreement.

Pursuant to the terms and subject to the conditions of the Master Receivables Purchase Agreement and the relevant purchase notice, the Originator may, during the Revolving Period, sell to the Issuer additional portfolios.

Eligibility criteria (includes): receivables arising from mortgage loans or unsecured loans which are governed by Italian law; loans denominated in Euro; receivables which do not arise from agricultural loans, public works project loans or personal loans; receivables which are not arising from syndicated loans; receivables in relation to which the debtors are individuals resident or domiciliated in Italy or legal entities registered under Italian laws and having its registered office in Italy; receivables arising from loans which do not provide for any subsidy or other benefits in relation to principal or interest; receivables arising from loan agreements having the so called French or Italian amortisation plan.

The initial pool consists of 191,399 loans, advanced to 57,577 groups, where the average current balance is Eur79,252, and the largest is Eur6.566mn. The portfolio is highly granular with the top 1 borrower group accountable for 0.09% of balances, the top 10 for 0.78% and the top 20 for 1.38%. Amortisation Type: French – 92.50%, Linear – 7.50%. Interest rate Type: Floating all life – 50.87%, Fixed all life – 49.13%. WA seasoning is 19mnths. Regional concentration: Lombardia – 25.74%, Veneto – 10.65%, Toscana – 9.39% and Piemonte 8.40%.

EU Risk Retention: The Originator has undertaken that it will retain for the life of the transaction a material net economic interest of not less than 5% in the securitisation as required by Article 6(1) of the Regulation (EU) No. 2017/2402. As at the Issue Date, such material net economic interest is represented by the retention of not less than 5% of the total nominal value of each of the tranches sold or transferred to investors (i.e. the Senior Notes and the Junior Notes).

US Risk Retention: The transaction is not intended to involve the retention by a sponsor for purposes of compliance with the final rules promulgated under Section 15G of the Securities Exchange Act of 1934, in reliance on an exemption provided for in Rule 20 of the US Risk Retention Rules regarding non US transactions.

Compare/contrast: Lanterna Finance Srl (2021-1), Valsabbina SME 3 SPV Srl