State of the art of the Italian liquidity measures - Keeping Italian Companies Alive?
27 min read
Since March 2020, the Italian Government has enacted a package of measures designed to help Italian businesses survive the dramatic effects of the coronavirus ("COVID-19") pandemic1. The measures include guarantee schemes from SACE, the Italian government (in relation to CDP loans) and the Central Guarantee Fund, support for business continuity and a tailored package of measures for SMEs including a standstill period for their debts.
This alert examines the main features of these measures, summarizing the provisions of the various decrees enacted.
The SACE Guarantee Scheme2
SACE S.p.A., the Italian export credit finance agency, agreed to provide up to €200 billion of loan guarantees between April 2020 and 31 December 20213 (each a "SACE Guarantee").
Borrowers can request a SACE Guarantee with respect to financings in any form, provided by banks, national and international financial institutions and other entities authorized to lend in Italy other than RFC.
This includes bonds (rated at least BB- or any equivalent rating), loans as well as assignments of receivables on a pro solvendo and on a pro soluto4 basis4, provided that the relevant lenders, subscribers or assignors, as the case may be, satisfy the criteria above. Key details of the scheme are as follows:
- Beneficiaries: a SACE Guarantee can be requested by any type of enterprise (regardless of its size)5 with its registered office in Italy which, as of 31 December 2019, was not classified as an "undertaking in difficulty" (impresa in difficoltà) under EU Regulations6 (to this end, the undertaking's book debt to equity ratio for the past two years cannot be greater than 7.5) and whose liabilities, as of 29 February 2020, were not classified as "deteriorated" by the lending banks. Undertakings controlling, or controlled by, directly or indirectly, companies located in a non-cooperative jurisdiction for tax purposes are not eligible for the purpose of obtaining a SACE Guarantee
- Purpose: a SACE Guarantee can cover financings granted after the Restore Liquidity Decree comes into force, for the sole purpose of covering personnel costs, investments, working capital relating to operations located in Italy, rents7 and costs for rental of a going concern. Moreover, the financing covered by SACE Guarantee may be used (i) up to 20% for the payment of (a) loan instalments which are past due or due within the period from 1 March to 31 December 2020 and whose payment has become objectively impossible as a consequence of COVID-19 outbreak, and (b) fees for the implementation of COVID-19 prevention measures and (ii) for the repayment of loans in the context of a renegotiation or refinancing of existing indebtedness (operazioni di rinegoziazione del debito)8.
- Maximum guaranteed amount: the maximum loan percentage covered by a SACE Guarantee shall be equal to:
- 90% of the principal amount of the financing for companies which employ no more than 5,000 persons in Italy and which have annual revenues up to €1.5 billion;
- 80% of the principal amount of the financing for companies which employ more than 5,000 persons in Italy or which have annual revenues higher than €1.5 billion but not exceeding €5 billion; or
- 70% of the principal amount of the financing for companies which have annual revenues higher than €5 billion.
- 90% of the principal amount of the financing for companies which employ no more than 5,000 persons in Italy and which have annual revenues up to €1.5 billion;
- Conditions: the granting of a SACE Guarantee is subject to the following conditions:
The aggregate amount of all financings granted to the same entity backed by a state guarantee cannot exceed the higher of10 :
No share buy-back
The beneficiary and other entities registered in Italy which are part of the same group (including those subject to the direction and coordination of the beneficiary) must not approve payment of dividends or a share buy-back within the year 2021. This foreign entities are not subject to such limitation and they can distribute dividend within the relevant group and/or to their shareholder whenever located or incorporated
If the companies have already distributed dividends or made a share buy-back before the date of request of the financing, such restriction shall apply for the next 12 months following the request of the financing
Note: this provision is problematic as currently drafted because it would limit the ability of a pure holding company to distribute dividends, even if such holding company is not the borrower of the guaranteed financing. It would also prevent subsidiaries of the borrower from up-streaming cash for the purpose of servicing the guaranteed financing, which is evidently counterintuitive
|4.||Job security undertaking||The beneficiary must commit to manage its employment levels through arrangements with the Italian trade unions|
|5.||Increase of overall exposure of the lender towards the debtor||As a result of the granting of the financing, the total amount of the exposure of each lender to the debtor shall exceed the amount of such exposure as of 9 April 2020, without counting any reductions of the same exposure which occurred in accordance with any contractual arrangement entered into prior to 9 April 2020|
- Commercial terms: the all-in annual commissions payable by the borrower for the SACE Guarantee shall be calculated on the basis of the type of beneficiary and the year of financing as follows:
|First year||Second and third year||Fourth, fifth and sixth year|
|SMEs||25 bps||50 bps||100 bps|
|Other companies||50 bps||100 bps||200 bps|
- Process: companies which employ up to 5,000 persons in Italy and have annual revenues not exceeding €1.5 billion can access the SACE Guarantee through a simplified procedure involving only the lender and SACE, provided that the amount of the financing is less than €375 million. If any of the aforementioned thresholds is exceeded, the procedure would also require an approval process with the Ministry of Economy and Finance in consultation with the Ministry of Economic Development.
State Guarantees of CDP Loans11
Companies which (i) are too large to apply for a Central Guarantee Fund guarantee (see below) (ii) operate in specific sectors to be identified by a ministerial decree (still to be issued) and (iii) have suffered a reduction in their revenues due to COVID-19, are entitled to a state guarantee in respect of financings made available by Cassa Depositi e Prestiti S.p.A. ("CDP"), also in the form of first-loss guarantee in respect of financings made available by banks and other entities authorised to lend in Italy (each a "CDP Financing Guarantee").
A CDP Financing Guarantee can cover up to 80% of the underlying liability and will be structured, among other things, as an irrevocable and unconditional first demand guarantee.
Committed fund of Cassa Depositi e Prestiti S.p.A.
The Relaunch Decree entitled CDP to establish a committed fund (patrimonio destinato) of up to €44 billion12 with a 12-year term13 (the "CDP Committed Fund) to be financed by assets of the Ministry of Economy and Finance (the "MEF")14. Pursuant to the decree, the shareholders' meeting of CDP approved the establishment of the CDP Committed Fund on 26 May 2021.
The CDP Committed Fund is autonomous and separate from the assets of the CDP and is liable exclusively for its own obligations within the limits of the resources granted by MEF. No legal actions can be carried out against the CDP Committed Fund by the CDP's creditors and, conversely, no legal actions can be carried out vis-à-vis the CDP's assets by Committed Fund's creditors.
The CDP Committed Fund is managed by the Board of Directors of the CDP and its resources will be used to support the Italian joint stock companies (including cooperatives and listed companies) that (i) have their registered office in Italy; (ii) do not operate in the banking, financial or insurance sector; and (iii) have an annual turnover exceeding €50 million.
The requirements, conditions and operating criteria of the CDP Committed Fund have been set out in the Committed Fund Decree.
In particular, the CDP Committed Fund will be entitled to support any kind of temporary investment, including the granting of loans and guarantees, the subscription of financial instruments and the acquisition of equity investments on the primary and secondary markets and will carry out its investments through the subscription of (i) capital increases, (ii) subordinated bonds to be mandatorily converted (prestiti obbligazionari subordinati con obbligo di conversione), (iii) subordinated convertible bonds (prestiti obbligazionari subordinati convertibili)15 and (iv) subordinated bonds (prestiti obbligazionari subordinati) , on the basis of the selection made by the company in its request for intervention by the CDP.
The investments of the CDP Committed Fund (i) in case of non-listed joint stock companies, shall not result in the CDP Committed Fund acquiring control of the relvant company and, (ii) in case of listed joint stock companies, shall not result in the allotment to the CDP Committed Fund of a number of voting shares which would impose the launch a public tender offer on the same company.
The Committed Fund Decree further sets out that investments in the context of restructuring transactions can be carried out in favour of companies that, despite temporary capital or financial imbalances, present adequate profitability prospects, also in the context of an arrangement with creditors (concordato preventivo) or a debt restructuring agreement (accordo di ristrutturazione dei debiti).
For the financing of the CDP Committed Fund, the CDP will be entitled to issue bonds and other debt financial instruments without the application of the limits set out under articles 2415-2420 of the Italian Civil Code16 and the prohibition to collect savings from public pursuant to Italian banking laws.
Central Guarantee Fund (SMEs only)17
The Central Guarantee Fund (Fondo Centrale di Garanzia) provide guarantees of the financial liabilities of SMEs until 31 December 202118 (each an "SME Guarantee").
The following are the main features of SME Guarantees:
- SME Guarantees are available to companies with fewer than 500 employees;
- the maximum guaranteed amount for each SME is €5 million and no fees or commissions are payable. Such measure is applicable also in the event at least 25% of the share capital or the voting rights of the SMEs are directly or indirectly held by one or more public entities;
- subject to the exceptions below, the maximum coverage is equal to 80% of the principal amount in the case of direct guarantees and 90% in the case of indirect guarantees. Such percentages can be adjusted up to 90% and 100% respectively upon authorization of the European Commission;
- for financial transactions not exceeding the duration of 72 months (or longer, for a maximum of 120 months upon authorization of the European Commission) the maximum coverage for a SME Guarantee will be equal to 100% of the principal amount in case of indirect guarantees, provided that the guarantees issued and indirectly guaranteed by the Central Guarantee Fund do not exceed the maximum coverage of 90%, both subject to prior authorisation by the European Commission, and do not envisage payment of a premium that takes into account the remuneration for credit risk. The total amount of the financial transactions should not exceed: (i) twice its employee costs for 2019 or for the last year available, and, in case of enterprises incorporated after 1 January 2019, the maximum amount of the loan cannot exceed the yearly employee costs envisaged for the first two years of activity; (ii) 25% of the borrower's 2019 annual revenue; (iii) the requirements for working capital costs and investment costs in the following 18 months, in the case of small and medium-sized enterprises, and, in the following 12 months, in the case of enterprises with fewer than 500 employees; such requirements are certified by means of specific self-certification provided by the borrower; or (iv) for enterprises with a multi-year production cycle, the revenues from sales and services, invading inventories of products that are still in progress, semi-completed and completed for 2019;
- the maximum coverage for a SME Guarantee will be equal to 100% (and, from 1 July 2021, equal to 90%) in the case of new financings for an amount not exceeding, alternatively, (i) twice its 2019 employee costs or (ii) 25% of the borrower's 2019 annual revenue, and, in any case, not exceeding €30,000, subject to certain conditions. The duration of the financings made available from 1 January 2021 until 31 December 2021, up to 15 years. A beneficiary of financings that have already been granted may ask for the extension of their duration, with the adjustment only of the component of the average yield on government bonds (componente Rendistato) of the interest rate applied, in relation to the longer duration of the financing. With respect to the calculation of the interest rate, such rate should be no higher than 0.20% above the value, if positive, of the rate of the average yield on government bonds (Rendistato) with same duration as the financing; and, from 1st July 2021, for the financings having coverage up to 90%, an interest rate different from that envisaged in the previous period can be applied;
- the combination of the SME Guarantee with a further guarantee is permitted up to the maximum coverage equal to 100% of the financing granted in the case of financing provided to SMEs which have annual revenue not exceeding €3,200,000, whose business activity has been damaged by the Covid-19 emergency (as certified by a self-declaration), for an amount not exceeding, alternatively, (i) twice its 2019 employee costs or (ii) 25% of the borrower's 2019 annual revenue, subject to certain conditions;
- the guarantee can also cover financings made available in the context of a debt-renegotiation transaction with the SME, provided that an additional credit facility for an amount at least equal to 10% (25% in case of financings approved by the guaranteed institution after 7 June 2020) of the residual re-negotiated indebtedness is made available by the guaranteed institution to the SME;
- any pre-existing guarantee issued by the Central Guarantee Fund will automatically be extended if the guaranteed indebtedness is subject to any suspension of payments or extension of the termination date as a result of COVID-19;
- the SME Guarantee is granted also in favor of final beneficiaries that have, on the date of request of the guarantee, exposures to the lender classified, before 31 January 2020 as probable defaults or as deteriorated exposures overdue and/or in arrears, and which have been object of concession measures. In such case, the benefit of the guarantee is admitted also before the expiry of one year from the date when the concession measures have been granted or, if later, from the date when the abovementioned exposures have been classified as deteriorated, if, on the date in which the Restore Liquidity Decree enters into force, the aforementioned exposures can no longer be classified as deteriorated, there are no overdue amounts after the application of the concession measures and the lender, on the basis of the analysis of the financial situation of the borrower, may reasonably assume the full repayment of the exposure upon the expiry;
- the benefit of the guarantee is available also before the expiry of one year from the date when the concession measures have been granted or, if later, from the date when the abovementioned exposures have been classified as deteriorated in favour of the enterprises that after 31 December 2019 have been admitted to the composition procedure with business continuity (procedura del concordato con continuita' aziendale) pursuant to art. 186-bis of the Italian Royal Decree 16 March 1942 no. 267, have entered into restructuring agreements (accordi di ristrutturazione) of the debts pursuant to art. 182-bis of the aforesaid Italian Royal Decree 16 March 1942 no. 267 or have submitted a plan in accordance with art. 67 of the same Italian Royal Decree 16 March 1942 no. 267, provided that, on the date in which the Restore Liquidity Decree enters into force, their exposures is no longer classified as deteriorated, there are no overdue amounts after the application of the concession measures and the lender, on the basis of the analysis of the financial situation of the borrower, may reasonably assume the full repayment of the exposure upon the expiry;
- there is the possibility to combine the SME Guarantee with other forms of guarantee, acquired by the lender for transactions of amounts exceeding €500,000 and a duration of at least 10 years in the tourism and hotel sector – including the thermal sector – and of the real estate activities;
- an enhanced operability of the SME Guarantee is acknowledged for portfolio of loans dedicated to enterprises damaged by the Covid-19 emergency;
- all the terms referred to the administrative fulfilments related to the transactions backed by the SME Guarantee are extended for three months.
- an SME Guarantee can be requested for pre-existing financings entered into not earlier than three months before the request and, in any case, after 31 January 2020;
- with respect to financings above €25,000, the SME Guarantee is granted and the SME can benefit from a 24 months pre-amortization (preammortamento) period;
- under certain conditions, also the enterprises which obtained, on transactions guaranteed by the Central Guarantee Fund, and extension of the SME Guarantee for temporary difficulty are admitted to extraordinary guarantees of the fund.
An SME Guarantee cannot be provided in respect of any liabilities classified as NPL (sofferenze).
SME Asset Fund (SMEs only)
The SME Assets Fund (Fondo Patrimonio PMI) is aimed at subscribing by30 June 2021 bonds or newly issued debt securities issued by the companies, having turnover between €10 and 50 million, which carried out a capital increase equal to at least €250,000 between 20 May and 30 June 2021.
The maximum amount of the subscribed securities is commensurate with the lower of:
- three times the amount of the capital increase that has been carried out; and
- 12.5% of the amount of the revenues related to the tax period of 2019.
In accordance with the European regulation on state aid, specific rules of accumulation in the event that the beneficiary enterprise receives also state aid in the form of guarantees on the financings, or subsidized interest rates.
The financial instruments are repaid after six years from the subscription. The companies may repay the securities in advance after three years from the subscription. The financial instruments are immediately repaid in case of prohibitive anti-mafia information (informazione antimafia interdittiva). In the case in which the issuer is subject to bankruptcy or other insolvency proceedings, the receivables of the Fund for the repayment of the principal amount and the payment of the interests are satisfied after the unsecured receivables and before the repayment of the shareholder loan.
The issuer shall assume the following undertakings:
a) not to resolve or carry out, from the date of application and until the full repayment of the Financial Instruments, distributions of reserves and purchases of own shares or quotas (azioni proprie o quote) and not to proceed with the repayment of any shareholders loans;
b) to allocate the financing to incur personnel costs, investments or working capital used in production plants and business activities located in Italy;
c) provide the Manager with a periodical report.
The management of the SME Asset Fund is entrusted to the Agenzia Nazionale per l'Attrazione degli Investimenti e lo Sviluppo di impresa S.p.A. - Invitalia, or to a company entirely controlled by it.
The decree of the Ministry of economy and finance of 11 August 2020 defined the implementing rules of the measure.
In order to support the access to alternative financing channels19 by enterprises having fewer than 500 employees, in the context of the Guarantee Fund a dedicated section is established for the granting of guarantees on portfolios of bonds issued by the aforementioned enterprises to carry out programmes qualified as business development, in the context of traditional securitisation transactions, synthetic or even without segmentation of the portfolio. For the purpose of the eligibility to the guarantee, the amount of the bonds issued by each enterprise must be between €2 and 8 million.
Standstill and Postponement Measures (SMEs only) 20
SMEs experiencing liquidity issues resulting from COVID-19 can require banks, financial intermediaries and other lenders to apply certain measures of financial support, by delivering a self-declaration to the lenders.
Such measures include:
- a standstill until 31 December 2021 with respect to any withdrawal of uncommitted credit facilities (aperture di credito a revoca) and facilities for credit advances (anticipi su crediti) outstanding as at 29 February 2020 (or as at 17 March 2020 in case of a longer duration);
- an extension until 31 December 2021 of the termination date of bullet term loan facilities where such termination date was originally set to expire before 31 December 2021;
- a postponement until 31 December 2021 for the payment of instalments of principal due before 31 December 2021 and an extension of the duration of amortizing term loan facilities; and
- in case of pre-funded facilities (finanziamenti erogati con fondi di terzi) the automatic extension of the funding agreements is not subject to any previous authorization of the subsidizing entity, while in case of subsidized loans (finanziamenti agevolati), the automatic extension of the funding agreements is subject only to communication to the subsidizing entity.
The aforementioned measures do not apply to companies whose indebtedness is classified as "deteriorated credit exposures" (esposizioni creditizie deteriorate) under the regulatory rules applicable to financial intermediaries as of 17 March 2020.
Measures aimed at supporting businesses in a pre-insolvency or insolvency scenario
The Restore Liquidity Law contains measures to relieve enterprises from certain obligations or procedures that could trigger adverse effects due to the COVID-19 pandemic and the associated restrictions in a situation of pre-insolvency or insolvency.
Relaxation of Directors' duties
One set of measures is aimed at "relaxing" directors' duties in connection with insolvency/pre-insolvency scenarios.
Moratorium on insolvency or bankruptcy proceedings: no proceedings for the declaration of insolvency or bankruptcy (except as set out below) can be brought or pursued between 9 March 2020 and 30 June 2020. Insolvent companies will have time during this period to assess the impact of the COVID-19 outbreak on their business and to pursue alternative routes. The measure applies across the board, i.e. to filings initiated by the debtor, the creditors or the public prosecutor, except for (i) filings initiated by the relevant debtor if the insolvency is not due by Covid-19 pandemic, (ii) bankruptcy filings initiated by anyone in the context of a composition with creditors and (iii) filings initiated by the public prosecutor requesting the application of interim or precautionary measures to protect the assets of the debtor. To mitigate the potential negative effects of this suspension, the limitation period applicable to claw-back actions (i.e. three years from the declaration of bankruptcy and five years from the date of completion of the relevant transactions) and for the declaration of insolvency (i.e. one year since the cancellation from the relevant companies' register) are also suspended for an equal period;
Suspension of Recapitalization Rules: the rules requiring the recapitalization (or liquidation or transformation into a different company type) of companies whose losses have substantially eroded the share capital will not apply from the date on which the Restore Liquidity Decree comes into force until 31 December 202521 with reference to events occurred in 2020. This measure is intended to address the risk that the impact of losses arising from COVID-19 on the share capital of companies push directors into the unsustainable position of choosing between dramatic alternatives: put the company into liquidation (or file for an insolvency proceedings), or face potential personal liability as a result of the delay in complying with such obligations;
Allowing Going Concern Qualifications: directors are allowed to prepare year-end financial statements in 2020 under a going concern assumption, to the extent the company's status as a going concern was ascertained with reference to the preceding financial statements closed before the entry into force of lockdown measures (i.e., 23 February 2020). Such provision is applicable also to year-end financial statements closed before 23 February 2020 but still not approved. The government has acknowledged that, in the current unprecedented circumstances, directors of a significant number of companies would not have been in a position to confirm the going-concern assessment underpinning the on-going preparation of financial statements (with the ensuing liquidation procedures). Therefore, this measure sterilizes the COVID-19 effect on items recorded in the financial statements while allowing companies to approve year-end financial statements on time. We expect this measure may also help companies avoid the triggering of events of default under financing agreements, which usually require the approval of financial statements within 120 or 180 days of year-end.
Restructuring Arrangements and Composition with Creditors
The Restore Liquidity Law also addresses the impact of COVID-19 on existing restructuring arrangements, compositions with creditors, crisis settlement agreements and consumer plans for over-indebtedness through the following measures:
- a six-month extension of the term for performance of connected obligations falling after 23 February 2020;
- provisions allowing debtors to ask the competent Court for extension of terms to prepare and submit to the Court new plans and arrangements / proposals for compositions in on-going procedures. The new term cannot exceed 90 days starting from the date of the relevant decree by which the Court assigns the new term and cannot subsequently be extended; and
- provisions allowing debtors that, by 31 December 2021, obtained an extension of terms to prepare and submit to the Court new plans and arrangements / proposals in the context of procedures for composition with creditors or debt restructuring agreements, by such terms, to quit the relevant procedure and prepare out-of-court reorganization plans.
These measures are aimed at providing companies with additional time to assess and address the adverse effects of COVID-19 on ongoing restructuring arrangements and compositions with creditors, potentially increasing their chance of success.
Postponement of the new distress and insolvency regime
The Restore Liquidity Law postpones the entry into force of the new distress and insolvency regime (Codice della Crisi e dell'Insolvenza), originally scheduled to apply from 18 August 2020, to 1 September 2021. This was a long awaited measure also before the COVID-19 outbreak and is meant to ensure that companies, professionals and Courts do not have to deal with the uncertainties connected with the entry into force of an overhaul of the applicable regime when the entire economic and legal system of the country is already under considerable stress. We expect this measure will facilitate the handling of the numerous restructurings that are unfortunately to be expected in the coming months.
The above measures are intended to provide companies with substantive tools to face the immediate effects of the COVID-19 on their share capital and financial statements as well as to grant time and flexibility to their directors in reacting to the challenges deriving from such effects. Directors and officers should begin working with their advisors quickly in order to assess whether any of these measures could suit their needs now or in the near future.
Pending the entry into force of the new distress and insolvency regime, a corrective decree has been enacted with the Legislative Decree no. 147 of 26 October 2020, containing some provisions aimed at amending some provisions of the new distress and insolvency regime that have not entered into force yet. Due to some criticalities that have arose, the Italian Ministry of Justice appointed a Commission of experts in order to make some proposals to amend and improve the new distress and insolvency regime.
Supplemented 2019 ABI Framework Agreement
The Italian Banking Association ("ABI") and primary Italian corporate associations recently supplemented the 2019 framework agreement originally entered into with respect to SMEs (Accordo per il Credito 2019) to allow other companies (including large corporates) which have been damaged by COVID-19 outbreak to apply until 31 March 2021 for a maximum of 9 months suspension of payment of principal and extension of the maturity date in respect of banking loans. The maximum duration of the suspension as indicated above is reduced by any suspension period of payment of the instalments already granted on the same banking loan as a consequence of the Covid-19 health emergency, in accordance with the 2019 framework agreement as subsequently amended from time to time.
Such measures are precluded to companies whose liabilities, as of 31 January 2020, were classified as "deteriorated" by the lending bank.
The Cure Italy Decree, the Restore Liquidity Decree and the Sostegni-bis Decree provide a series of urgent measures which are intended to support Italian companies through the banking system, SACE and the Central Guarantee Fund.
While measures in favor of SMEs include a standstill until 31 December 2021 with respect to various forms of committed and uncommitted facilities, the government has taken additional steps to support all businesses by providing access to guarantees to be issued by SACE in favor of lenders who make new financing available, including by refinancing existing liabilities. Note that the measures under the Decrees described above are not considered "forbearance measures" as such term is defined by EU regulatory authorities.
Separately, Italian companies which meet the relevant credit rating requirements may also benefit from liquidity assistance via the European Central Bank ("ECB") Pandemic Emergency Purchase Programme ("PEPP"), pursuant to which the ECB may purchase bonds and commercial paper issued by European private and public sector entities. See our client alert for further details.
In addition, White & Case has carried out an analysis of global governmental responses to the COVID-19 crisis. These vary considerably from country to country and are being updated and amended regularly. We have prepared an in-depth and nuanced analysis for various major jurisdictions and pulled together a global response team. For useful information on COVID-19, please consult the Coronavirus section of our website.
1 Law Decree no. 73/2021 (the "Sostegni-bis" Decree), Law no. 178 of 30 December 2020 (Legge di bilancio 2021), Law Decree no. 41/2021, converted into Law no. 69 of 22 March 2021 (the "Sostegni" Decree), Law Decree no. 137/2020, converted with amendments into Law no. 176 of 18 December 2020 (the "Ristori" Decree), Law Decree no. 104/2020, converted into Law no. 126 of 14 August 2020 (the "August" Decree), Law Decree no. 34/2020 (the "Relaunch" Decree), Law Decree no. 23/2020, converted into Law no. 40 of 5 June 2020 (the "Restore Liquidity" Decree) and Law Decree no. 18/2020, converted into Law no. 27 of 24 April 2020 (the "Cure Italy" Decree).
2 Article 1 of the Restore Liquidity Decree, as ultimately amended by the Legge di Bilancio 2021 and Sostegni-bis Decree.
3 Such term as extended by Article 13 of the Sostegni-bis Decree.
4 The Legge di Bilancio 2021 has extended, starting from 1 January 2021, the scope of SACE Guarantee to pro soluto assignments of receivables.
5 The Legge di Bilancio 2021 has allowed SMEs to access the SACE Guarantee at the same conditions previously required for this type of companies to access the SME Guarantee Fund until 28 February 2021 pursuant to Article 13, paragraph 1 of the Restore Liquidity Decree.
6 EU Regulation no. 651/2014, the EU Regulation no. 702/2014 and the EU Regulation no. 1388/2014.
7 It is not clear whether rents include leasing for machinery (the so called operative leasing).
8 The Legge di Bilancio 2021 has extended, from 1 January 2021 until 30 June 2021, the SACE Guarantee to debt restructuring arrangements (operazioni di rinegoziazione del debito), subject to certain conditions, including the granting of additional funding for an amount equal or greater than 25% of thefacility or facilities renegotiated or refinanced, as the case may be.
9 Pursuant to the Sostegni-bis Decree, subject to prior notification and authorization by the European Commission, the maximum duration of loans taking benefit from the SACE Guarantee may be extended up to 10 years. Moreover, upon request of the parties, loans with a duration of no more than 6 years already guaranteed by SACE may be either extended up to 10 years or replaced with new loans with a duration of up to 10 years. The annual commissions payable in connection with the issuance or extension of such SACE Guarantees shall be determined in accordance with the State Aid Temporary Framework issued by the European Commission.
10 According to the State Aid Temporary Framework issued by the European Commission on 19 March 2020.
11 Article 57 of the Decree no. 18/2020.
12 According to the Ministerial Decree no. 26/2021 (the "Committed Fund" Decree), each intervention by the CDP Committed Fund cannot individually exceed €2 billion.
13 The Board of Directors of CDP, upon request of the Ministry of Economy and Finance, may extend or reduce the CDP Committed Fund's duration.
14 The Sostegni-bis Decree has extended the duration of the CDP Committed Fund throughout 2021 (i.e. the CDP Committed Fund's interventions shall be carried out by 31 December 2021).
15 According to the Committed Fund Decree.
16 Among such limitations which are derogated for the purposes of bonds subscribed by the CDP Committed Fund, it is worth mentioning that, as a general rule, Italian joint stock companies may issue a bond for an amount no greater than the double of the share capital of the company increased by the amount of the legal reserve and other available reserves as resulting from the last approved financial statements.
17 Article 13 of the Restore Liquidity Decree.
18 Extension provided by the Sostegni-bis Decree.
19 Article 15 of the Sostegni-bis Decree.
20 This section has been updated on the basis of the Sostegni-bis Decree.
21 Article 6 of the Restore Liquidity Law, as amended by art. 1, paragraph 266 of Law no. 178 of 30 December 2020 (the "2021 Budget Law")
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