AIFMD II: in real estate private credit, who the borrower is matters

16 October 2026 is the expected deadline for adopting Italy’s secondary implementing provisions for AIFMD II.

The reform introduces a harmonised European framework for alternative funds that originate loans. In Italy, Legislative Decree 39/2026 has already amended the regime for credit funds, also simplifying access to the domestic market for European AIFs.

But the most interesting aspect for real estate is not only the opening of the market to new lenders. It is the structure of transactions.

The directive introduces a concentration limit of 20% of the fund’s capital for loans granted to a single borrower belonging to certain financial categories, including other alternative investment funds.

This is a relevant distinction. A loan granted directly to an Italian real estate AIF may therefore face different constraints than a loan granted to an ordinary non-financial property company.

With the same asset, business plan and security, the borrower’s legal form can affect the lender’s capacity to take on the exposure.

The limit is subject to phased application and transitional provisions: it should not be read as an immediate, blanket cap on every loan.

The reform also introduces leverage limits for loan-originating funds — 175% for open-ended and 300% for closed-ended funds, under the prescribed regulatory method — and, with exceptions, a requirement to retain at least 5% of the exposure on loans originated and subsequently transferred.

The consequences go beyond compliance. For a real estate transaction, the choice of borrowing vehicle, the identity of the lender and the ability to syndicate or transfer the loan become decisions to address before the term sheet is defined.

Corporate structure is no longer just a legal and tax matter. It can determine access to capital, loan size and exit flexibility.

The point to watch is how the final Italian provisions will govern these situations, especially for loans to real estate AIFs.