Lawyer Monthly - June 2022

117 WWW.LAWYER-MONTHLY.COM JUN 2022 Please tell us more about the role that you and other staff at BWB played during the Series C financing round. In this transaction, we designed the structures for the debt funding of Grover by Fasanara as two-level notes secured by ongoing assignments of rental receivables, including the fund flows and waterfalls, and drafted the contractual arrangements between all parties involved in the debt part under German law. What specialised skills and experience did you call upon as part of your work? Our firm’s background is in advising on international trade finance. Traditionally, this has involved factoring and true sale structures, often via international platforms with two factoring providers. Detailed knowledge of the transfer of assets, recourse to collateralisation and third-party effectiveness in different jurisdictions was also required in this transaction, which was built on debt funding for securitisation. Did you encounter any significant obstacles during the financing round? The regulatory framework for debt funding by means of loans required the involvement of a licensed bank. To the best of my knowledge, the securitisation of rental receivables via such smart structure was new and not previously the subject of such funding. Both were challenges for the right legal design. How did you overcome these and ensure the transaction was fulfilled to an expert standard? We have integrated a fronting bank into the process, through which the regulatory steps are handled. We have standardised the rental receivables as open account receivables with default probabilities and incorporated a process for recalculation for the financing parties in the event of defaults. How does your work on this transaction fit the profile of your law firm? Almost perfectly. We specialise in trade and supply chain finance consulting in the European and international context as well as classic corporate finance structures. Increasingly, we work for fintech platforms or asset managers such as Fasanara, which provide ready and investable (securitisation) structures for their investors. It is our task to ensure that these legally are well linked with the assets to be financed and the partner platforms. What is the significance of this financing round to Fasanara Capital? This financing round was characterised above all by the highest level of complexity – which climaxed in the priority of payment regulation - and a very good interplay between equity and debt financing and the participants and their roles, especially with regard to the international context of parties, jurisdictions and fund flow. Lawyer Monthly had the pleasure to speak with Christian Faber, Partner at Bette Westenberger Brink to give us some further insight into this transaction:

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