ACG Group, under its trading name ACG Advisors (UK) LLP, successfully arranged the issuance of notes valued at €18 million through a Luxembourg securitisation vehicle. The transaction was designed to finance the acquisition of a company operating in the entertainment sector. Reserved exclusively for professional investors under MiFID II regulations, the issue is exempt from the requirement to publish a prospectus or adhere to public offering regulations.
Marjac Avocats played a crucial role in providing expert guidance on Luxembourg law, ensuring compliance and seamless execution of the securitisation process. The transaction also saw contributions from Michael Kyprianou Law Firm for Cyprus law and DWF, which coordinated as the primary arranger’s legal counsel. DWF’s team, led by Luca Lo Po’, European head of financial regulation, advised on English law security aspects, supported by counsel Massimo Breviglieri, partner Matthew Williams, and associate Samantha Francis.
The buyer receiving the financing benefited from legal advice from the London and Luxembourg offices of Dechert LLP.
Marjac Avocats served as the legal advisor to the ACG Group, they used their expertise and collaborative capabilities in navigating complex cross-border financial instruments. Their focus on Luxembourg legal aspects was instrumental in aligning the deal with local securitisation regulations. This milestone reflects the growing prominence of Luxembourg as a hub for sophisticated financial structuring and Marjac Avocats’ ability to deliver high-value legal support in such critical transactions.
Q&A with Viviane de Moreau d'Andoy, Founding Partner, Marjac Avocats
Viviane, what was your role in ensuring compliance with Luxembourg securitisation laws for this transaction?
In my role, I oversaw the compliance framework for the transaction, ensuring all aspects adhered to Luxembourg’s securitisation laws. This also involved the drafting of loan and facility agreements. One of the biggest challenges in this kind of transaction is to produce a set of documents which all match each other ensuring perfect coherence through the complete set. Due to the size and number of documents, you need a good brain, believe me. In addition, you need to ensure not only compliance with the laws but, more importantly, the enforceability of the mechanism and of the securities and guarantees. Time is of the essence in this kind of transaction and balanced documents help to reach a quick settlement.
How did you collaborate with other firms, such as DWF, in handling cross-jurisdictional complexities?
It is not the first time we collaborated with Luca Lo Po and his team. We get to know each other and are used to working in a tiny time schedule. We are on the same page with Luca, this helps us to settle things quickly. In this matter, we have exchanged a few emails and calls. I am personally convinced that the quality of the first drafts and the experience coupled with involvement is a key distinguishing factor. The drafting of the loan agreement, for example, was due to laps 4 weeks (with the drafting of exchange of comments from the parties involved) and was closed in only 4 days, throughout the weekend in sunny summer days. You can see where the professionalism and commitment of the lawyers involved has a significant impact on ensuring that the deal closes on perfect timing. Today everything is always quicker and we/MARJAC can align to this evolving world and be very reactive by aligning fully dedicated highly experienced lawyers.
As one of the few truly independent firms in Luxembourg, we are accustomed to working with other international firms and have established close ties with other lawyers in the world. Our ever-growing network of international firms with different fields of expertise enables us to offer a wide range of services with top quality lawyers. For example, I set-up the FLIN network which is a gathering funds lawyers from countries (UK, Switzerland, Emirates, France…) and serves as a platform where we discuss hot topics and exchange experiences. We are also working on another network of finance lawyers.
What specific expertise does Marjac Avocats bring to securitisation transactions in Luxembourg?
Marjac is bringing 25 years of expertise in funds, securitization and financial services both on the legal and operational sides. We are used to deal with extensive documentation and treat a high volume of information. We do not only have experience with the large prospectuses of the securitization vehicles but have also the required operational experience. We always ask ourselves how this is going to work in practice, ensuring that operational teams and back-offices may easily run the transaction of the vehicle. It is about matching the theory with the practice.
Our expertise is further developing on the use of new technologies and securitization is a perfect playground. We strongly believe that blockchain and the DLT will completely reshape the securitization market by enabling-much quicker transaction. We assist our clients on developing projects based on new technologies like tokenized units of securitization or funds vehicles. To ensure a high quality of services in the fields that requires high technical expertise (like tokenization, IT, ESG…), we collaborate with other complementary experts in Luxembourg. I am happy to say that we can freely choose the best professionals we are used to working with, putting together the most qualified team as Luca did for this specific transaction.
"Our expertise lies in structuring tailored transactions, advising on compliance with the Luxembourg Securitisation Law, and navigating complex multi-jurisdictional issues. Our team also brings extensive experience in working with professional investors, ensuring that every transaction is optimally structured to meet market demands while mitigating risk."
How did you ensure the transaction met the specific needs of the professional investor market?
As you know there is a high volume and a large variety of international transactions in Luxembourg.
Thanks to quantity and diversity of transactions we have gained a lot of experience in international transactions, seeing a large scale of different transactions. Through the high volume of transactions, we have collected a variety of cases and a good knowledge of the needs of the professional investor market. Those precedents enable us to have on hand a good understanding of the different scenarios and a large number of specific clauses. The volume of transactions also helps to ensure that we have UpToDate documents matching with the market.
Luxembourg also means diversity; it is an international place where actors from all over the world meet for a specific project. We can accommodate international standards with the country of origins standards, serving clients from different origins and countries.
That’s how we ensure meeting the specific needs of the professional investor market by combining the technical items handled in the several precedent cases, to offer a unique tailored solution to our international clients.
Our focus is to deliver transparent, efficient, and risk-mitigated advice. This included ensuring compliance with stringent regulatory standards, providing clear and comprehensive transaction documentation, and incorporating flexible structuring options that align with the investor’s goals.
What does this deal signify for Luxembourg’s position in global securitisation markets?
It means that despite we you can hear or read, Luxembourg remains a leading hub for securitization but also for funds and financial transactions. I just heard today that 70% of foreign funds registered in Hong Kong are Luxembourg funds, this is amazing. I am convinced that it has a lot to do with the efforts that the Luxembourg government, the Luxembourg professional organization are carrying on. It is a rare case where the public authorities work hands in hands with the private sector for the development of the country. This level of “working together can only be found in relatively small countries. The international environment in Luxembourg is a savvy cosmopolitan mix: 170 nationalities are counted! We can serve clients from all over the world.
So this transaction reaffirms Luxembourg’s position as a leading hub for securitisation due to its robust legal framework, investor-friendly environment, and ability to handle complex cross-border deals. It underscores the country's capacity to innovate while maintaining strict compliance, further solidifying its reputation as a key player in the global securitisation landscape. Such deals continue to attract international investors and highlight Luxembourg’s strategic importance in the financial sector.
"MARJAC in a few keywords:
- We are an independent law firm based in Luxembourg
- We have 25+ years of international experience
- We specialise in funds, securitisation and finance
- Our recent achievements: 2 approved PSF licences in Luxembourg, UCITS and AIF fund set-up, financial transactions (securitisation…)
Trust our expertise and become our next client!"
