Annalisa Santini
Annalisa Santini

Annalisa Santini

Partner

Milan

+39 02 85423424 | +39 337 1174502
Annalisa.Santini@ashurstperkins.com

Introduction

Annalisa has extensive experience in a wide range of structured finance and debt transactions, including securitizations (across various asset classes such as CMBS, RMBS, consumer loans, financial leases, CQS, and NPLs), receivables portfolio sales (including NPL/UTP), distressed financing transactions, and bond issuances (including hybrid structures).

Annalisa has advised on a large number of banking, securitization, and other structured finance transactions, assisting domestic and international banks, investors, servicers, other financial institutions, as well as rating agencies.

Securitization structures include complex and innovative transactions such as ReoCo structures, SPV Lending, real estate 7.2 structures, and acquisition of bonds through securitization SPVs.

Her experience in bond issuance transactions includes advising both investors and issuers.

She has also been involved in structuring, negotiating and drafting secured and unsecured credit facilities and connected security packages including real estate and corporate finance transactions.

  • Advised US Funds in the structuring and acquisition of junior notes issued by an Italian securitization vehicle, in the context of a EUR 500 million securitization transaction aimed at financing the acquisition of receivables arising from football player transfers, media rights, and parachute payments owed by football clubs, leagues, and broadcasters. The securitization was structured so as to comply with EU and US risk retention requirements.
  • We have assisted US Funds as investor in the context of an up to EUR 200,000,000 partly paid notes securitization transaction relating to the purchase and re-sale of certain tax claims originated by, and for the benefit of, construction companies and other entities in relation to works of energy requalification and/or reduction of seismic risk, pursuant to Article 119 and Article 121 of Law Decree No. 34 of 19 May 2020. The structure is a complex one and, in order to realize the relevant collections, the SPV on-sells them in accordance with the laws and regulations applicable from time to time.
  • Italian Financial Intermediary In the context of a securitization transaction implemented through the issue of EUR 3,500,000,000 asset-backed notes involving the sale by the originator to an Italian SPV of certain receivables arising from later-life mortgage loans granted to individual borrowers. The Italian securitization is part of a wider pan-European transaction involving several jurisdictions.
  • A major Irish financial institution as investor (i) in the acquisition—through a securitization vehicle—of certain monetary claims and connected rights arising out of a facility agreement entered into between a SICAF , as borrower, and a major financial institution as original lender, as well as of the relevant underlying finance agreement, from a major financial institution, and (ii) in the context of an up to EUR 250,000,000 partly paid notes securitization transaction issued by the securitization vehicle in order to finance the purchase of the above receivables from corporate borrowers.
  • Italian Asset Manager owned by US Fund as mezzanine and junior noteholders and asset manager in relation to the structuring and implementation of a real estate transaction to be implemented by an Article 7.2 SPV under the Italian Securitization Law for the purchase from an Italian financial institution of a EUR 295 million real estate portfolio. The transaction is structured with senior financing and the issuance by the Article 7.2 SPV of mezzanine and junior notes and is the largest one implemented so far in Italy.
  • UK Funds In connection with the due diligence and structuring of a securitization transaction under Article 7.2 of the securitization law in connection with the acquisition and development of a data center by way of issuance of senior and junior notes and specific arrangement with the seller of the asset. The transaction was the first of this type in Italy and entailed a deep knowledge of the structure and negotiations in relation to governance set up with the junior noteholder.
  • Major Italian Bank (in its capacities as master servicer, corporate servicer, computation agent, transfer agent and representative of the noteholders) in connection with the establishment by an Italian SPV incorporated under Law No. 130/1999, in March 2026 of an STS (Simple, Transparent and Standardized) asset-backed securitization program backed by cross-border trade and commercial receivables originated by a multinational company across Italy, the United States, and France. The program envisages the issuance of multi-currency senior and junior floating rate notes, due December 2036, up to a program maximum amount of EUR 50,000,000 (in base currency equivalent). The securitization was structured to comply with Articles 23(1) and 24 of the EU Securitization Regulation and is governed by Italian law.
  • Italian Bank in the sale of receivables arising from financing in various technical forms towards companies belonging to a multinational company and the related legal relationships in favor of the IAF Keystone fund managed by a major investment funds' manager, with the simultaneous subscription of units issued by the fund. The structure was on a note-for-note basis, aligned with regulatory and accounting profiles, and aimed at maximizing the purchase price of the assets.
  • German Bank as arranger in the first Italian securitization transaction of trade receivables originated by companies in the Client's Group, with the issuance of EUR 75 million Asset Backed Variable Funding Notes acquired by an Italian SPV also according to the provisions of the Italian factoring law and to be subscribed by an Irish SPV. The underlying receivables were owed by corporate clients of the Client's group.
  • A major financial institution as lead counsel in connection with the set-up of a securitization platform involving the sale of receivables to a securitization vehicle and the transfer of the related underlying agreements to the servicer. A key feature of the transaction was that most of the receivables were backed by state guarantees (SACE and MCC), requiring coordinated expertise on both the transfer of the receivables and guarantees and the structuring of the securitization. The transaction was highly complex, involving multiple parties and a bespoke structure designed to address the regulatory and legal challenges associated with state-backed assets owed by corporate debtors.
  • A major financial institution and other Italian Banks in a securitization transaction involving the issuance of Asset Backed Fixed Rate and Variable Return Partly Paid Notes, as well as in connection with the structuring of the related Reoco structure realized through the acquisition, via a securitization vehicle, of a portfolio of secured and unsecured loans managed by a major Italian servicer. The loans were owed by individual and corporate debtors.

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