illimity Bank S.p.A.’s Acquisition Of Aurora Recovery Capital S.p.A. (AREC)

Gatti Pavesi Bianchi Ludovici, EY and the Morpurgo e Associati law firm assisted illimity Bank, while Cappelli RCCD and PwC acted alongside AREC and the selling partners. Oxalis Holding was advised by Allen & Overy.

illimity Bank S.p.A. and the shareholders of Aurora Recovery Capital S.p.A. (AREC) reached an agreement aimed at the acquisition by illimity of AREC, a company specializing in the management of Unlikely to Pay loans with a focus on the corporate real estate segment.

The company is now owned by the three institutional investors Finance Roma S.p.A., GWM Group Holding SA and Oxalis Holding S.à r.l.

The transaction involves the purchase by illimity of the entire capital of a newly established company to which the entire business perimeter of AREC will have been previously conferred.

The acquisition, for a total value of 40 million euros, will take place through the transfer in illimity of 90% of the shares of the newco, to release the illimity capital increase to be resolved and reserved to AREC, and for the remainder for cash desk.

The completion of the transaction, expected by 2022, is subject to the prior authorization of the Supervisory Authority and the resolution of the Unlimited Shareholders’ Meeting.

At the same time as the agreements described above, two of the shareholders of AREC, Finance Roma S.p.A. and GWM Group Holding SA, have also signed a share purchase agreement with the current minority shareholder of AREC, Oxalis Holding S.à r.l, under which, subject to the completion of the transaction with Illimity, Oxalis Holding S. à r.l will transfer the shareholding held in AREC, pro quota, to Finance Roma S.p.A. and GWM Group Holding SA, which will therefore hold a total of 100% of the share capital of AREC.

Gatti Pavesi Bianchi Ludovici assisted illimity Bank with a team composed of the equity partner Luigi Arturo Bianchi and the partner Vanessa Sobrero with the associate Federica Braschi and with Bianca Bortolussi for the corporate and M&A profiles, by the equity partner Marc-Alexandre Courtejoie with the associate Carolina Caslini for banking and structured finance profiles and by equity partners Paolo Ludovici and Michele Aprile with senior associate Roger Demoro and associate Sergio Mango for tax profiles.

Cappelli RCCD acted alongside AREC and the shareholders Finance Roma S.p.A. and GWM Group Holding SA – both in the transaction with Illimity and in the purchase and sale of the shares of Oxalis Holding S.à r.l – with a team led by the name partner Roberto Cappelli and composed of the partner Stefania Lo Curto, the senior associate Giulia Martino and the associate Alberta Berruti for the M&A profiles, by the partner Paolo Serva and by the associate Edoardo Diotallevi for the tax profiles, by the partner Stefano Agnoli for the aspects relating to securitization transactions and by the senior associate Sofia Arata for the profiles relating to the license pursuant to art. 115 TULPS.

In the sale of its stake in the share capital of AREC, Oxalis Holding S.à r.l was assisted by Allen & Overy with a team headed by partner Paolo Nastasi, assisted by senior associate Chiara De Luca and associate Marta Avara. Partner Stefano Sennhauser and associate Martina Gullino provided assistance for the banking aspects.

Involved fees earner: Marta Avara – Allen & Overy; Chiara De Luca – Allen & Overy; Martina Gullino – Allen & Overy; Paolo Nastasi – Allen & Overy; Stefano Sennhauser – Allen & Overy; Stefano Agnoli – Cappelli RCCD; Sofia Arata – Cappelli RCCD; Alberta Berruti – Cappelli RCCD; Roberto Cappelli – Cappelli RCCD; Edoardo Diotallevi – Cappelli RCCD; Stefania Lo Curto – Cappelli RCCD; Giulia Martino – Cappelli RCCD; Paolo Serva – Cappelli RCCD; Michele Aprile – Gatti Pavesi Bianchi Ludovici; Luigi Arturo Bianchi – Gatti Pavesi Bianchi Ludovici; Bianca Bortolussi – Gatti Pavesi Bianchi Ludovici; Federica Braschi – Gatti Pavesi Bianchi Ludovici; Carolina Caslini – Gatti Pavesi Bianchi Ludovici; Marc-Alexandre Courtejoie – Gatti Pavesi Bianchi Ludovici; Roger Demoro – Gatti Pavesi Bianchi Ludovici; Paolo Ludovici – Gatti Pavesi Bianchi Ludovici; Sergio Mango – Gatti Pavesi Bianchi Ludovici; Vanessa Sobrero – Gatti Pavesi Bianchi Ludovici;

Law Firms: Allen & Overy; Cappelli RCCD; Gatti Pavesi Bianchi Ludovici;

Clients: AREC Aurora Recovery Capital S.p.A.; Finance Roma S.p.A.; GWM; illimity Bank S.p.A.; Oxalis Holding S.à r.l.;