by Roberta Imbimbo
After many years of experience at Studio BussolettiNuzzo Avvocati in Rome, after returning to San Marino, Avvocato Matteo Mularoni gave life, starting from the early 2000s, to a highly innovative local reality, specialised in legal advice on corporate, commercial, banking and financial matters, within the Italian and San Marino legal systems, assisting mainly banks and companies. Thanks to a strategic vision and highly specialised know-how on issues that straddle the two legal systems, over the years the Firm has experienced constant and progressive growth (today the structure has approximately 30 units, including Italian and San Marino professionals). Recently then, the Firm has distinguished itself for having supported and followed the first systemic securitisation transaction carried out in the Republic of San Marino since the date of approval of Law no. 157 of 30 August 2021, concerning a portfolio of non-performing bank assets (NPLs) with a total gross book value of more than EUR 600 million. A system operation of great value (for investors and those involved), which has had a significant international echo and which in fact marked an important step forward in the management of impaired loans (NPLs). ‘This is a multi-originator operation and, without a shadow of a doubt, unique of its kind, aimed at reducing the weight of non-performing loans of all San Marino banks and other financial entities that, over time, have inherited bank-derived receivables,’ specifies lawyer Matteo Mularoni. ‘The securities issued were divided into three categories: senior, mezzanine and junior, with different risk and yield characteristics. The senior securities, with a nominal value of approximately EUR 70 million, benefited from the repayment guarantee provided by the Republic of San Marino and were rated by (among others) DBRS Morningstar. This allowed the Senior ABS to be placed on the international capital market, subscribed almost entirely by foreign institutional investors. The State also intervened in the Transaction by regulating the role of the Master Servicer (IGRC S.p.A.), participating with a minority stake. This operation saw the participation of major international players, demonstrating that the San Marino market is capable of attracting high-profile partners. The Arranger selection procedure, by public tender, led to the appointment of JP Morgan SE, one of the most important investment banks in the world; while Banca Guber S.p.A, an Italian bank known to be specialised in the recovery of securitised receivables, and Banca Finint S.p.A. acted as Advisor, providing assistance respectively to the Special Servicer (S3 – Special Servicer Sammarinese S.r.l.) and the Master Servicer (Istituto per la Gestione e il Recupero dei Crediti S.p.A. – IGRC). This first system securitisation transaction had a positive effect on the market; according to Fitch Ratings, there was a reduction in the gross rate of NPLs in the banking sector from 56.2% at the end of 2022 to 23.2% of total loans at the end of 2023, while NPLs, net of provisions, fell from 27.8% to 17.0%. As regards the trend of recoveries, at the end of 2024 a total of Euro 35,655,267.00 (gross value) had been collected, an amount greater than the Business Plan forecasts of over Euro 7,000,000 . As a result, already at the end of the first year of the transaction, the amount of the Senior Security was almost halved, to date amounting to approximately Euro 35,069,793, reducing – in just one year – the country risk by half. Therefore, this transaction not only contributed to improving the ratios of the Credit Institutions, but also allowed San Marino to enter the global financial market.
