Inside the Deal
A Finance Monthly “Inside the Deal” feature
Sector: Structured Finance / Securitisation / Entertainment
Transaction Type: Private note issuance via Luxembourg securitisation vehicle
Deal Size: €18 million
Investor Type: Professional investors (MiFID II)
Deal Status: Completed
Completion Date: 2026
Inside the Deal is Finance Monthly’s transaction feature combining independent deal coverage with in-depth advisor insight into how complex deals are structured and executed.
Deal Overview
ACG Advisors (UK) LLP, trading under ACG Group, successfully arranged the issuance of €18 million in notes through a Luxembourg securitisation vehicle to finance the acquisition of a company operating in the entertainment sector.
The issuance was reserved exclusively for professional investors under MiFID II regulations and structured to fall outside the requirement to publish a prospectus or comply with public offering rules. The transaction required precise alignment between English, Luxembourg, and Cyprus legal frameworks to ensure enforceability, regulatory compliance, and timely execution.
Marjac Avocats advised ACG Group on Luxembourg law aspects, structuring and implementing the securitisation vehicle in compliance with the Luxembourg Securitisation Law.
DWF acted as primary arranger’s legal counsel, advising on English law security aspects, led by Luca Lo Po’, European Head of Financial Regulation, supported by Matthew Williams, Massimo Breviglieri, and Samantha Francis.
Michael Kyprianou Law Firm provided Cyprus law advice, while Dechert LLP advised the buyer receiving the financing from its London and Luxembourg offices.
The transaction highlights Luxembourg’s continued prominence as a hub for structured finance and cross-border securitisation solutions.
Transaction Context
The deal involved multi-jurisdictional coordination under a compressed timetable. Documentation included loan and facility agreements, security documentation, and corporate approvals across several legal systems.
Given the private placement structure and professional investor focus, the documentation required both regulatory precision and commercial flexibility. Ensuring internal coherence across a large suite of interlocking documents — while safeguarding enforceability of the security package — was central to successful completion.
Inside the Deal: Advisor Interview
Viviane de Moreau d’Andoy
Founding Partner, Marjac Avocats
Role: Luxembourg Legal Advisor to ACG Group
Viviane de Moreau d’Andoy
What was your role in structuring the Luxembourg securitisation vehicle?
My role was to oversee the Luxembourg compliance framework and ensure the transaction adhered fully to the Luxembourg Securitisation Law. This included structuring the vehicle, drafting the loan and facility agreements, and aligning the legal documentation across jurisdictions.
In securitisation transactions, coherence is everything. The documentation is extensive and highly technical. Every agreement must work seamlessly with the others to ensure both legal enforceability and operational functionality.
It is not enough for a structure to be compliant in theory — it must work in practice. We focus on enforceability of the securities and guarantees, and on ensuring that operational teams can administer the vehicle efficiently post-closing.
Timing was also critical. Balanced documentation and clear drafting significantly accelerate negotiation and settlement.
How did you manage cross-border coordination with other legal teams?
We worked closely with DWF and the other advisors involved. Efficient collaboration is built on experience and mutual trust. When working under tight deadlines, the quality of first drafts and responsiveness become decisive factors.
In this case, documentation cycles that would normally take weeks were condensed significantly. Intensive coordination — including weekend drafting and negotiation — ensured the transaction closed within the required timeframe.
As an independent Luxembourg firm, we frequently collaborate with international counsel. We maintain a strong global network, which allows us to assemble highly specialised teams depending on the technical demands of each transaction.
What distinguishes Marjac Avocats in securitisation matters?
We bring over 25 years of experience in funds, securitisation, and financial services, both from a legal and operational perspective.
We are accustomed to managing high volumes of technical documentation, including large prospectuses and complex security structures. Importantly, we always assess how a transaction will function operationally — not just legally.
Securitisation is also evolving rapidly. We are increasingly advising on tokenised instruments and distributed ledger technology applications in structured finance. Luxembourg provides a strong regulatory framework for innovation, and we are actively involved in projects incorporating blockchain and digital structuring solutions.
Our approach is practical: match theory with implementation.
How did you ensure the structure met professional investor expectations?
Luxembourg handles a significant volume and diversity of international transactions, which provides a broad base of precedent and market knowledge.
Through experience across numerous cross-border transactions, we understand the structuring preferences of professional investors and institutional counterparties. This allows us to tailor documentation efficiently while ensuring alignment with prevailing market standards.
Professional investors expect clarity, flexibility, and risk mitigation. We focused on delivering transparent documentation, strong security mechanics, and structuring options capable of accommodating investor requirements without compromising compliance.
What does this transaction indicate about Luxembourg’s role in global securitisation?
Luxembourg remains a leading jurisdiction for securitisation and investment structures due to its robust legal framework and collaborative regulatory environment.
There is a unique synergy between public authorities and private market participants, which fosters innovation while maintaining legal certainty. That combination continues to attract international capital and complex cross-border transactions.
This deal reinforces Luxembourg’s position as a jurisdiction capable of delivering sophisticated financial structuring with speed, compliance, and international coordination.
About Inside the Deal
Inside the Deal is Finance Monthly’s transaction-focused interview series, combining independent deal reporting with advisor insight to explain how complex transactions are structured, negotiated, and completed.
