Obligation Brera Sicura S.r.l. 0% ( IT0005355661 ) en EUR

Brera Sicura S.r.l.

100 % ⇌

Italie

IT0005355661 ( en EUR )

30/10/2070

Prospectus brochure de l'obligation Brera Sec S.r.l IT0005355661 en EUR 0%, échéance 30/10/2070

100 000 EUR

3 750 000 000 EUR

Brera Sec S.r.l. est une société italienne spécialisée dans la production et la distribution de produits secs pour l'industrie alimentaire.

L'obligation IT0005355661 émise par Brera Sec S.r.l. en Italie, d'une valeur nominale de 3 750 000 000 EUR, avec un taux d'intérêt de 0%, un prix actuel de marché de 100%, une taille minimale d'achat de 100 000 EUR, une maturité fixée au 30/10/2070 et une fréquence de paiement annuelle, est négociée en euros.

BRERA SEC S.R.L.
(incorporated with limited liability under the laws of the Republic of Italy)
Euro 3,750,000,000 Class A Asset Backed Floating Rate Notes due October 2070
Issue Price: 100 per cent
Euro 1,529,719,000 Class B Asset Backed Fixed Rate and Additional Return Notes due October 2070
Issue Price: 100 per cent
Application has been made to the Commission de surveillance du secteur financier ("CSSF"), which is the competent authority in the Grand Duchy of Luxembourg for the purposes of
Directive 2003/71/EC (as subsequently amended, the "Prospectus Directive") and relevant implementing measures in the Grand Duchy of Luxembourg, for approval of this Prospectus in
relation to the Euro 3,750,000,000 Class A Asset Backed Floating Rate Notes due October 2070 (the "Class A Notes" or the "Senior Notes") of Brera Sec S.r.l., a società a responsabilità
limitata organised under the laws of the Republic of Italy. This document constitutes a "prospectus" for the purpose of article 5.3 of the Prospectus Directive and article 8 of the Luxembourg
law on prospectuses for securities of 10 July 2005 (as amended and supplemented from time to time, the "Luxembourg Law on Prospectus for Securities") implementing the Prospectus
Directive in the Grand Duchy of Luxembourg, and a "prospetto informativo" for the purposes of article 2, sub-section 3 of Italian law number 130 of 30 April 1999, as amended from time
to time. Application has been made to the Luxembourg stock exchange (the "Luxembourg Stock Exchange") for the Senior Notes to be admitted to the official list of the Luxembourg
Stock Exchange and to trading on the Regulated Market "Bourse de Luxembourg" which is a regulated market for the purposes of the Market in Financial Instruments Directive 2014/65/EU.
In connection with the issue of the Senior Notes, the Issuer will also issue the Euro 1,529,719,000 Class B Asset Backed Fixed Rate and Additional Return Notes due October 2070 (the
"Class B Notes" or the "Junior Notes" and, together with the Senior Notes, the "Notes"). No application has been made to list the Junior Notes on any stock exchange. The Junior Notes
are not being offered pursuant to this Prospectus, nor will this Prospectus be approved by the CSSF in relation to the Junior Notes. By approving this Prospectus, the CSSF does not give any
undertaking as to the economic and financial soundness of the operation or the quality or solvency of the Issuer, consistently with the provisions of article 7, sub-section 7, of the Luxembourg
Law on Prospectus for Securities. The Notes will be issued on 14 December 2018 (the "Issue Date").
The net proceeds of the offering of the Notes will be applied by the Issuer on the Issue Date to fund the purchase of portfolios of monetary claims and connected rights arising under secured
loans and unsecured loans granted to small and medium-sized enterprises (respectively, the "Portfolios" and the "Receivables") entered into between Intesa Sanpaolo S.p.A. ("ISP"), Banco
di Napoli S.p.A. (before the merger into ISP occurred on 26 November 2018) ("BdN"), Cassa di Risparmio in Bologna S.p.A. ("Carisbo") and Banca CR Firenze S.p.A. ("CR Firenze"
and, together with ISP (also as successor of BdN, further to the merger indicated above) and Carisbo, the "Originators") and the relevant Debtors and in any case in accordance with the
provisions contained in the Transaction Documents and as described in the section headed "Use of Proceeds". The Portfolios have been purchased by the Issuer under the terms of a
receivables purchase agreement entered into between the Issuer and each of the Originators pursuant to the Securitisation Law on 29 October 2018 (the "Receivables Purchase Agreement").
The Portfolio will constitute the principal source of funds available to the Issuer for the payment of interest and Variable Return (if any) and the repayment of principal on the Notes
By operation of Italian Law and the Transaction Documents, the Issuer's right, title and interest in and to the Portfolios and the other Segregated Assets (as defined in the Conditions) are
segregated from all other assets of the Issuer (including any other portfolios of receivables purchased by the Issuer pursuant to the Securitisation Law) and any cash-flow deriving therefrom
(to the extent identifiable and for so long as such cash flows are credited to one of the Issuer's Accounts under this Transaction and not commingled with other sums) will only be available,
both prior to and following a winding up of the Issuer, to satisfy the obligations of the Issuer to the Noteholders and to pay any cost, fee and expense payable to the Other Issuer Creditors
(as defined in the Conditions) and to any third party creditor of the Issuer in respect of any cost, fee and expense payable by the Issuer to such third party creditor in relation to the securitisation
of the Portfolios (the "Securitisation"). Amounts derived from the Portfolios will not be available to any such creditors of the Issuer in respect of any other amounts owed to it or to any
other creditor of the Issuer. The Noteholders and the Other Issuer Creditors will agree that the Issuer Available Funds (as defined in the Conditions) will be applied by the Issuer in accordance
with the applicable priority of payments of the Issuer Available Funds set forth in Condition 6 (Priority of Payments) and the Intercreditor Agreement (the "Priority of Payments").
Interest on the Notes will accrue on a daily basis and will be payable on 30 April 2019 (the "First Payment Date") and thereafter quarterly in arrears in Euro in accordance with the applicable
Priority of Payments, on the 30th calendar day of January, April, July and October (or, if such day is not a Business Day, the immediately succeeding Business Day) (each such dates, a
"Payment Date"). The Senior Notes will bear interest on their Principal Outstanding Amount from and including the Issue Date. The rate of interest applicable for each period commencing
on (and including) a Payment Date and ending on (but excluding) the next succeeding Payment Date (each, an "Interest Period") (provided that the first Interest Period shall commence on
(and include) the Issue Date and end on (but exclude) the First Payment Date) in respect of the Senior Notes (the "Senior Notes Interest Rate") will be the Euribor for 3 month (the "Three
Month Euribor") (or, in the case of the First Interest Period, the rate per annum obtained by linear interpolation of the Euribor for 3 months and 6 months), as determined and defined in
accordance with Condition 7 (Interest) plus a margin equal to 0.85% per annum (the "Margin"), provided that the Interest Rate (being the Three Month Euribor plus the Margin) applicable
on each of the Senior Notes shall not be higher than 3% per annum and shall not be negative.
The Junior Notes will bear interest on their Principal Outstanding Amount from and including the Issue Date at the rate of 0.50% per annum (the "Junior Notes Interest Rate" and, together
with the Senior Notes Interest Rate, the "Interest Rates"). An Additional Return may or may not be payable on the Junior Notes on each Payment Date in accordance with the Conditions.
The Senior Notes are expected, on issue, to be rated "A (High) (sf)" by DBRS Ratings Limited ("DBRS") and "A1(sf)" by Moody's Investors Service España, S.A. ("Moody's"). A credit
rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning rating organisation. As of the date hereof,
each of DBRS and Moody's is established in the European Union and is registered under Regulation (EC) number 1060/2009, as amended by Regulation (EC) number 513/2011 and
Regulation (EC) number 462/2013 (the "CRA Regulation"), as it appears from the most updated list published by the European Securities and Markets Authority on the webpage
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs (for the avoidance of doubt, such website does not form part of this Prospectus).
As at the date of this Prospectus, payments of interest, Additional Return and other proceeds in respect of the Notes may be subject to withholding or deduction for or on account of Italian
tax, in accordance with Italian Legislative Decree number 239 of 1 April 1996 ("Decree number 239"), as amended and supplemented from time to time, and any related regulations. Upon
the occurrence of any withholding or deduction for or on account of tax from any payments under the Notes, neither the Issuer nor any other person shall have any obligation to pay any
additional amount(s) to any holder of Notes. For further details see the section entitled "Taxation in the Republic of Italy".
The Notes will be direct, secured and limited recourse obligations solely of the Issuer. In particular, the Notes will not be obligations or responsibilities of, or guaranteed by, any of the Other
Issuer Creditors (as defined below). Furthermore, none of such persons accepts any liability whatsoever in respect of any failure by the Issuer to make payment of any amount due on the
Notes.
As of the Issue Date, the Notes will be held in dematerialised form on behalf of the beneficial owners, until redemption or cancellation thereof, by Monte Titoli for the account of the relevant
Monte Titoli Account Holders (being any authorised financial intermediary institution entitled to hold accounts on behalf of their customers with Monte Titoli, including any depository
banks appointed by Euroclear and Clearstream). Monte Titoli shall act as depository for Euroclear and Clearstream. The Notes will at all times be in book entry form and title to the Notes
will be evidenced by book entries in accordance with the provision of article 83-bis of the Consolidated Financial Act and regulation of 13 August 2018 jointly issued by the Bank of Italy
and CONSOB, as subsequently amended and supplemented from time to time. No physical document of title will be issued in respect of the Notes.
Before the Payment Date falling on October 2070 (the "Final Maturity Date"), the Notes will be subject to mandatory and/or optional redemption in whole or in part in certain circumstances
(as set out in Condition 8 (Redemption, purchase and cancellation)). Save for the fact that in any event full redemption will have to occur on the Final Maturity Date, there is no predetermined
fixed duration of the Notes the actual maturity of which is therefore uncertain. The Notes will start to amortise on the Payment Date falling on 30 April 2019, subject to there being sufficient
Issuer Available Funds and in accordance with the applicable Priority of Payments.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any other jurisdiction.
Accordingly, the Notes are being offered and/or sold only outside the United States in accordance with Regulation S under the Securities Act and may not be offered or sold within the United
States, or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. For a further description of certain restrictions on offers and sales of the Notes see the section entitled "Subscription, Sale and Selling
Restrictions" below.
The Issuer will be relying on an exclusion or exemption from the definition of "investment company" under the Investment Company Act of 1940, as amended (the "Investment Company
Act") contained in Section 3(c)(5)(C) of the Investment Company Act, although there may be additional exclusions or exemptions available to the Issuer. The Issuer is being structured so
as not to constitute a "covered fund" for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this Prospectus). No assurance can be given as to the availability of the
exclusion or exemption under the Volcker Rule and investors should consult their own legal and regulatory advisors with respect to such matters and assess for themselves the availability of
this or other exemptions or exclusions and the legality of their investment in the Notes.
U.S. RISK RETENTION The transaction is not intended to involve the retention by a sponsor for purposes of compliance with the final rules promulgated under Section 15G of the
Securities Exchange Act of 1934, as amended (the "U.S. Risk Retention Rules"), in reliance on an exemption provided for in Rule 20 of the U.S. Risk Retention Rules regarding non U.S.
transactions. Accordingly, and notwithstanding the foregoing, the Notes may not be purchased by, or for the account or benefit of, any Risk Retention U.S. Person. For further details see the
section entitled "Risk Factors - U.S. Risk Retention Requirements". No assurance can be given as to the availability of the foreign safe harbor" under the Risk Retention Rules and investors
should consult their own legal and regulatory advisors with respect to such matters.
MiFID II PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET Solely for the purposes of each manufacturer's product approval
process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as

defined in Directive 2014/65/EU (as amended, the "MIFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject
to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
BENCHMARK REGULATION Amounts payable on the Notes will be calculated by reference to Euribor as specified in the Conditions. As at the date of this Prospectus, the administrator
of Euribor is not included in ESMA's register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the "Benchmark Regulation"). As far as the Issuer is aware, the
transitional provisions in Article 51 of the Benchmark Regulation apply, such that the administrator of Euribor is not currently required to obtain authorisation/registration (or, if located
outside the European Union, recognition, endorsement or equivalence).
Under the Intercreditor Agreement, each of the Originators has undertaken that it will retain at the origination and maintain on an ongoing basis a material net economic interest of at least
5% in the Transaction in accordance with option (1)(d) of Article 405 of Regulation (EU) number 575/2013 (as amended, supplemented and/or replaced from time to time, the "CRR"),
option (1)(d) of Article 51 of the Commission Delegated Regulation (EU) number 231/2013 of 19 December 2012 (as amended, supplemented and/or replaced from time to time, the "AIFM
Regulation") and option 2(d) of Article 254 of Regulation (EU) number 35/2015 (as amended, supplemented and/or replaced from time to time, the "Solvency II Regulation"). As at the
Issue Date, such interest will be comprised of an interest in the first loss tranche (being the Junior Notes).
Capitalised words and expressions in this Prospectus shall, except so far as the context otherwise requires, have the meanings set out in the section headed "Terms and Conditions".
The content of any website or webpage mentioned in this Prospectus does not form part of this Prospectus.
For a discussion of certain risks and other factors that should be considered in connection with this Prospectus and an investment in the Notes, see the section entitled "Risk
Factors".
Dated 13 December 2018
Arrangers
BANCA IMI S.P.A.
INTESA SANPAOLO S.P.A.
Underwriters
INTESA SANPAOLO S.P.A.
CASSA DI RISPARMIO IN BOLOGNA S.P.A.
BANCA CR FIRENZE S.P.A.

RESPONSIBILITY FOR INFORMATION
None of the Issuer, the Arrangers, the Underwriters or any other party to any of the Transaction
Documents (as defined below) or any other person, other than the Originators, has undertaken or will
undertake any investigation, searches or other actions to verify the details of the Receivables sold by
the Originators to the Issuer, nor has any of the Issuer, the Arrangers, the Underwriters or any other
party to any of the Transaction Documents (as defined below) or any other person, other than the
Originators, undertaken, nor will they undertake, any investigations, searches, or other actions to
establish the existence of any of the monetary claims in the Portfolios or the creditworthiness of any
Debtor in respect of the relevant Receivables. In the Warranty and Indemnity Agreement the Originators
have given certain representations and warranties to the Issuer in relation to, inter alia, the relevant
Receivables, Loan Agreements and Debtors.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case),
such information contained in this Prospectus for which it takes responsibility is true and does not omit
anything likely to affect the import of such information.
Intesa Sanpaolo S.p.A. has provided the information relating to the Intesa Sanpaolo Banking Group, to
itself and to the ISP Portfolio included in this Prospectus in the sections headed "Regulatory Disclosure
and Retention Undertaking", "The Portfolio", "The Originators, the Master Servicer, the Servicers, the
Administrative Services Provider, the Paying Agent, the Account Bank and the Receivables Account
Banks" and "Credit and Collection Policy", and any other information contained in this Prospectus
relating to itself, the Intesa Sanpaolo Banking Group and the ISP Portfolio and, together with the Issuer,
accepts responsibility for those information. To the best of the knowledge and belief of Intesa Sanpaolo
S.p.A. (which has taken all reasonable care to ensure that such is the case), such information is true and
does not omit anything likely to affect the import of such information and has been accurately
reproduced.
Each of Cassa di Risparmio in Bologna S.p.A. and Banca CR Firenze S.p.A. has provided the
information relating to itself and the relevant Individual Portfolio included in this Prospectus in the
sections headed "Regulatory Disclosure and Retention Undertaking", "The Portfolio" and "The
Originators, the Master Servicer, the Servicers, the Administrative Services Provider, the Paying Agent,
the Account Bank and the Receivables Account Banks", and any other information contained in this
Prospectus relating to itself and the relevant Individual Portfolio and, together with the Issuer, accepts
responsibility for those information. To the best of the knowledge and belief of each of Cassa di
Risparmio in Bologna S.p.A. and Banca CR Firenze S.p.A. (which has taken all reasonable care to
ensure that such is the case), such information is true and does not omit anything likely to affect the
import of such information and has been accurately reproduced.
Securitisation Services S.p.A. has provided the information included in this Prospectus in the section
headed "The Calculation Agent, the Representative of the Noteholders and the Corporate Services
Provider" and, together with the Issuer, accepts responsibility for those information. To the best of the
knowledge and belief of Securitisation Services S.p.A. (which has taken all reasonable care to ensure
that such is the case), such information is true and does not omit anything likely to affect the import of
such information and has been accurately reproduced.
3

No person has been authorised to give any information or to make any representation not contained in
this Prospectus and, if given or made, such information or representation must not be relied upon as
having been authorised by, or on behalf of, the Arrangers, the Underwriters, the Representative of the
Noteholders, the Issuer, the Quotaholders, the Originators (in any capacity) or any other party to the
Transaction Documents or any other person. Neither the delivery of this Prospectus nor any offering,
sale or delivery of any of the Notes shall, under any circumstances, constitute a representation or imply
that there has not been any change or any event reasonably likely to involve any change, in the condition
(financial or otherwise) of the Issuer or the Originators or the information contained herein since the
date hereof, or that the information contained herein is correct as at any time subsequent to the date of
this Prospectus.
The Notes will be direct, secured, limited recourse obligations solely of the Issuer. By operation of
Italian law, the Issuer's right, title and interest in and to the Portfolios and the other Segregated Assets
(as defined in the Conditions) are segregated from all other assets of the Issuer (including any other
portfolios of receivables purchased by the Issuer pursuant to the Securitisation Law) and any cash-flow
deriving therefrom (to the extent identifiable and for so long as such cash-flows are credited to one of
the Issuer's Accounts under this Transaction and not commingled with other sums) will only be
available, both prior to and following a winding up of the Issuer, to satisfy the obligations of the Issuer
to the Noteholders and to pay any cost, fee and expense payable to the Originators, the Master Servicer,
the Servicers, the Representative of the Noteholders, the Calculation Agent, the Corporate Services
Provider, the Administrative Services Provider, the Paying Agent, the Account Bank, the Subordinated
Loan Provider, the Underwriters or the Quotaholders (the "Other Issuer Creditors") and to any third
party creditor of the Issuer in respect of any cost, fee or expense payable by the Issuer to such third
party creditor in relation to the Securitisation. Amounts derived from the Portfolios and the other
Segregated Assets will not be available to any such creditors of the Issuer in respect of any other
amounts owed to it or to any other creditor of the Issuer. The Noteholders and the Other Issuer Creditors
will agree that the Issuer Available Funds (as defined in the Conditions) will be applied by the Issuer in
accordance with the applicable priority of payments of the Issuer Available Funds set forth in Condition
6 (Priority of Payments) and the Intercreditor Agreement (the "Priority of Payments").
The distribution of this Prospectus and the offer, sale and delivery of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus (or any part of it) comes are
required by the Issuer and the Underwriters to inform themselves about, and to observe, any such
restrictions. Neither this Prospectus nor any part of it constitutes an offer, or may be used for the
purpose of an offer, to sell any of the Notes, or a solicitation of an offer to buy any of the Notes, by
anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised
or is unlawful. This Prospectus can only be used for the purposes for which it has been issued.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of any other jurisdiction. Accordingly, the Notes are being
offered and sold only outside the United States in accordance with Regulation S under the Securities
Act and may not be offered or sold or delivered directly or indirectly within the United States or to, or
for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. For further details see the section headed
"Subscription, Sale and Selling Restrictions" below.
4

The Notes may not be offered or sold directly or indirectly, and neither this Prospectus nor any other
offering circular or any prospectus, form of application, advertisement, other offering material or other
information relating to the Issuer or the Notes may be issued, distributed or published in any country or
jurisdiction (including the Republic of Italy, the Grand Duchy of Luxembourg, the United Kingdom and
the United States), except under circumstances that will result in compliance with all applicable laws,
orders, rules and regulations. No action has or will be taken which would allow an offering (nor an
"offerta al pubblico di prodotti finanziari") of the Notes to the public in the Republic of Italy.
Accordingly, the Notes may not be offered, sold or delivered, and neither this Prospectus nor any other
offering material relating to the Notes may be distributed, or made available, to the public in the
Republic of Italy. Individual sales of the Notes to any persons in the Republic of Italy may only be made
in accordance with Italian securities, tax and other applicable laws and regulations. For a further
description of certain restrictions on offers and sales of the Notes and the distribution of this Prospectus
see the section entitled "Subscription, Sale and Selling Restrictions" below.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the meaning
of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as
defined in point (10) of article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Directive. Consequently no key information document required by Regulation (EU) number
1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS
Regulation.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH,
OR APPROVED BY, ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
PASSED UPON OR ENDORSED THE MERITS OF THIS PROSPECTUS OR THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY THE SECURITIES OF THE ISSUER. IN PARTICULAR, NOTHING IN THIS
PROSPECTUS CONSTITUTES AN OFFER OF SECURITIES OF THE ISSUER FOR SALE IN THE
UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER
JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THIS PROSPECTUS MAY NOT BE FORWARDED, DISTRIBUTED, PUBLISHED OR DISCLOSED
TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER,
5

AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S.
ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN
WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY
RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS.
Amounts payable on the Notes will be calculated by reference to Euribor as specified in the Conditions.
As at the date of this Prospectus, the administrator of Euribor is not included in ESMA's register of
administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the "Benchmark Regulation").
As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmark Regulation
apply, such that the administrator of Euribor is not currently required to obtain
authorisation/registration (or, if located outside the European Union, recognition, endorsement or
equivalence).
Neither this document nor any other information supplied in connection with the issue of the Notes
should be considered as a recommendation or constituting an invitation or offer by the Issuer that any
recipient of this Prospectus, or of any other information supplied in connection with the issue of the
Notes, should purchase any of the Notes. Each investor contemplating purchasing any of the Notes must
make its own independent investigation and appraisal of the financial condition and affairs of the Issuer.
Certain monetary amounts and currency conversions included in this Prospectus may have been subject
to rounding adjustments; accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures which preceded them.
All references in this Prospectus to "Italy" are to the Republic of Italy; references to laws and
regulations are to the laws and regulations of Italy; and references to "billions" are to thousands of
millions.
In this Prospectus, unless otherwise specified, references to "EUR", "euro", "Euro" or "Euro" are
to the single currency introduced in the member states of the European Community which adopted the
single currency in accordance with the Treaty of Rome of 25 March 1957, as amended by, inter alia,
the Single European Act 1986 and the Treaty of European Union of 7 February 1992 establishing the
European Union and the European Council of Madrid of 16 December 1995.
Unless otherwise specified or where the context requires, references to laws and regulations are to the
laws and regulations of Italy.
The language of this Prospectus is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them
under applicable law.
6

INDEX
Section
Page
TRANSACTION DIAGRAM ................................................................................................................. 8
TRANSACTION OVERVIEW .............................................................................................................. 9
REGULATORY DISCLOSURE AND RETENTION UNDERTAKING ........................................... 42
RISK FACTORS ................................................................................................................................... 44
GENERAL RISK FACTORS ............................................................................................................... 65
THE PORTFOLIO ................................................................................................................................ 81
THE ORIGINATORS, THE MASTER SERVICER, THE SERVICERS, THE ADMINISTRATIVE
SERVICES PROVIDER, THE PAYING AGENT, THE ACCOUNT BANK AND THE
RECEIVABLES ACCOUNT BANKS ..................................................................................... 109
CREDIT AND COLLECTION POLICY ........................................................................................... 143
THE ISSUER ...................................................................................................................................... 165
THE CALCULATION AGENT, THE REPRESENTATIVE OF THE NOTEHOLDERS AND THE
CORPORATE SERVICES PROVIDER .................................................................................. 169
USE OF PROCEEDS .......................................................................................................................... 170
DESCRIPTION OF THE TRANSACTION DOCUMENTS ............................................................. 171
THE ACCOUNTS ............................................................................................................................... 180
TERMS AND CONDITIONS OF THE NOTES ................................................................................ 186
EXHIBIT TO THE TERMS AND CONDITIONS OF THE NOTES RULES OF THE
ORGANISATION OF THE NOTEHOLDERS ........................................................................ 232
ESTIMATED MATURITY AND WEIGHTED AVERAGE LIFE OF THE SENIOR NOTES ....... 259
SELECTED ASPECTS OF ITALIAN LAW ...................................................................................... 262
TAXATION IN THE REPUBLIC OF ITALY ................................................................................... 279
SUBSCRIPTION, SALE AND SELLING RESTRICTIONS ............................................................ 286
GENERAL INFORMATION ............................................................................................................. 292
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................... 295
7

TRANSACTION DIAGRAM
The following is a diagram showing the structure of the Securitisation as at the Issue Date. It is intended
to illustrate to prospective noteholders a scheme of the principal transactions contemplated in the
context of the Securitisation on the Issue Date. It is not intended to be exhaustive and prospective
noteholders should also read the detailed information set out elsewhere in this document.
Servicers
Intesa Sanpaolo (*) (**)
Carisbo
Banca CR Firenze
Principal
Underwriters
and Interest
Fees and
Senior Notes
Collections
Expenses
Intesa Sanpaolo (*)
Carisbo
Banca CR Firenze
Receivables
Originators
Issue Price
Brera Sec srl
as Issuer
Intesa Sanpaolo (*)(**)
Carisbo
Purchase
Underwriters
Price
Banca CR Firenze
Principal and
Intesa Sanpaolo (*)
Subordinated
Principal
Interest
loan
and Interest
Junior Notes
Carisbo
Banca CR Firenze
Subordinated Loan
Provider
Intesa Sanpaolo
.
(*) acting also as Master Servicer
(**) acting also as successor of Banco di Napoli
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TRANSACTION OVERVIEW
The following information is an overview of certain aspects of the transactions and assets underlying
the Notes and should be read in conjunction with, and is qualified in its entirety by reference to, the
detailed information presented elsewhere in this Prospectus and in the Transaction Documents. It is not
intended to be exhaustive and prospective noteholders should also read the detailed information set out
elsewhere in this Prospectus. All capitalised words and expressions used in this transaction overview,
not otherwise defined herein, shall have the meanings ascribed to such words and expressions elsewhere
in this Prospectus.
1.
THE PRINCIPAL PARTIES
Issuer
BRERA SEC S.R.L., a società a responsabilità limitata
incorporated under the laws of the Republic of Italy in
accordance with article 3 of the Securitisation Law, quota
capital of Euro 10,000 fully paid up, having its registered office
at Via V. Alfieri, 1, 31015 Conegliano (TV), Italy, fiscal code
and enrolment in the companies register of Treviso-Belluno No.
04899480265, enrolled in the register of special purpose
vehicles held by the Bank of Italy pursuant to article 4 of the
regulation issued by the Bank of Italy on 7 June 2017
("Disposizioni in materia di obblighi informative e statistici
delle
società
veicolo
coinvolte
in
operazioni
di
cartolarizzazione") under No. 35393.8 and having as its sole
corporate object the performance of securitisation transactions
in accordance with the Securitisation Law (the "Issuer").
The Issuer has been established as a special purpose vehicle for
the purposes of issuing asset-backed securities. The Issuer may
carry out other securitisation transactions in addition to the one
contemplated in this Prospectus, subject to the terms and
conditions specified under Condition 5.11 (Covenants 
Further securitisations).
In accordance with the Securitisation Law, the Issuer is a multi-
purpose vehicle and it has already engaged one securitisation
transaction carried out in accordance with the Securitisation
Law, completed in December 2017 and involving the issue of
asset-backed notes in an aggregate amount of Euro
7,092,309,000 (the "Previous Securitisation" and the
"Previous Securitisation Notes").
For further details see the section headed "The Issuer".
Originators
INTESA SANPAOLO S.P.A. (also as successor of Banco di
Napoli S.p.A. with reference to the BdN Portfolio, further to the
merger occurred on 26 November 2018), a bank incorporated
under the laws of the Republic of Italy as a società per azioni,
9

having its registered office at Piazza San Carlo, 156, 10121
Turin, Italy and secondary seat at Via Monte di Pietà, 8, 20121
Milan, Italy, share capital of Euro 9,085,469,851.64 fully paid
up, fiscal code and enrolment with the companies register of
Turin No. 00799960158, enrolled under No. 5361 in the register
of banks held by the Bank of Italy pursuant to article 13 of the
Consolidated Banking Act, holding company of the Intesa
Sanpaolo Banking Group, enrolled in the register of banking
groups held by the Bank of Italy pursuant to article 64 of the
Consolidated Banking Act ("ISP" or an "Originator" ).
CASSA DI RISPARMIO IN BOLOGNA S.P.A., a bank
incorporated under the laws of the Republic of Italy as a società
per azioni subject to the activity of direction and coordination
(attività di direzione e coordinamento) of its sole shareholder
Intesa Sanpaolo S.p.A., having its registered office at Via Farini
22, 40124 Bologna, Italy, share capital of Euro 703,692,000.00
fully paid up, fiscal code and enrolment with the companies
register of Bologna No. 02089911206 and enrolled under No.
5466 in the register of banks held by the Bank of Italy pursuant
to article 13 of the Consolidated Banking Act ("Carisbo" or an
"Originator").
BANCA CR FIRENZE S.P.A., a bank incorporated under the
laws of the Republic of Italy as a società per azioni subject to
the activity of direction and coordination (attività di direzione
e coordinamento) of its sole shareholder Intesa Sanpaolo
S.p.A., having its registered office at Via Carlo Magno 7, 50127
Firenze, Italy, share capital of euro 418,230,435.00 fully paid
up, fiscal code and enrolment with the companies register of
Firenze number 04385190485 and enrolled under number 5120
in the register of banks held by the Bank of Italy pursuant to
article 13 of the Consolidated Banking Act ("CR Firenze" or
an "Originator" and, together with ISP and Carisbo, the
"Originators").
Master Servicer
ISP, acting as master servicer pursuant to the Servicing
Agreement or any person from time to time acting as master
servicer (the "Master Servicer").
Servicers
ISP (also as successor of Banco di Napoli S.p.A. with reference
to the BdN Portfolio, further to the merger occurred on 26
November 2018), CARISBO and CR FIRENZE, acting as
servicer pursuant to the Servicing Agreement or any person
from time to time acting as servicer (each of them, a "Servicer"
and, collectively, the "Servicers").
10