What destocking is and why it matters to Italian businesses today
In structured finance, the term destocking refers to a transaction that unlocks the financial value of inventory, allowing a company to bring forward the economic realisation of its stock, through structures that may involve the sale of the goods to an SPV set up under Law 130/1999 or — in transactions based on financing the company — the earmarking or segregation of the goods and the related cash flows to serve the transaction.
Until a few months ago, there was no specific regulatory framework in Italy for the financial valorization of inventories; however, a legal basis for this mechanism has now been established through the Annual Law on Small and Medium-sized Enterprises (Law no. 34/2026). This legislation has extended the scope of securitization rules to include unregistered movable assets, as well as structures based on receivables—including future ones—arising from the transformation or sale of such assets.
In summary
Destocking is a financial tool for leveraging inventory value that allows companies to convert the value of raw materials, semi-finished goods, or finished products into cash ahead of time, through securitization structures governed by Law 130/1999, as amended by the annual SME Law (Law no. 34/2026).
For many Italian businesses—particularly those with long production cycles, such as aged cheeses, wine, cured meats, or industrial semi-finished goods—inventory represents a significant portion of invested capital: a real economic value that remains tied up until the moment of sale.
Meanwhile, traditional bank credit lines may already be heavily utilized or backed by collateral that is difficult to increase further.
Destocking is designed precisely to address this need: to unlock the economic value of inventory and generate liquidity ahead of the final sale, by means of a financial structure tailored to the specific characteristics of the stock and its associated flows.
The regulatory framework: annual SME Law No. 34/2026 and the amendments to Law 130/1999
Law No. 34 of 11 March 2026, the annual law on small and medium-sized enterprises, published in Official Gazette No. 68 of 23 March 2026 and in force since 7 April 2026, is the first annual measure dedicated to micro, small and medium-sized enterprises since the Statute of Enterprises came into force.
Among the measures of greatest financial interest, Article 8, headed “Measures to promote the financial enhancement of warehouse goods”, amends Law No. 130 of 30 April 1999, extending itsapplication to movable assets, including unregistered ones, and broadening the rules for transactions based on receivables, including future ones, and on the assets and rights attributable to them, including the products deriving from their processing.
The new legal framework therefore makes it possible to structure financing transactions in which the economic value of the stock, and of the future flows generated by its processing or sale, is used to support the funding.
How inventory securitisation works
The company identifies a portion of its inventory suitable for the transaction: raw materials, semi-finished goods or finished products with an identifiable value and adequate levels of saleability and traceability.
In structures based on a sale, the goods are transferred to the SPV and, where contractually provided, may physically remain at the company’s premises for storage, processing, ageing or marketing activities. The goods, their proceeds and the other rights attributable to the transaction constitute a segregated estate within the securitisation structure.
In financing-based structures, the goods may instead remain in the company’s ownership and be earmarked, together with present and future receivables and the related proceeds, to serve the transaction.
The amount of liquidity that can be obtained depends on the value and type of the assets, their turnover and salability, price volatility, the length of the production cycle, and any “haircuts” applied within the specific financial structure.
The two operational modes provided for by the standard
The new framework allows for several configurations. In simplified terms, the main structures can be traced back to two models: in the first, the company actually sells the inventory to the SPV, bringing forward its realisation ahead of the processing and sales cycles; in the second — the most innovative structure introduced by the reform — the liquidity is provided as a limited-recourse loan, secured by the future receivables the originator will generate by using, assembling or transforming the segregated goods, without the inventory leaving the company’s legal ownership.
In both models, the objective is to bring forward the economic value of the inventory. The effects on the company’s indebtedness and Net Financial Position depend, however, on the legal and accounting structure adopted: in an actual sale of the goods to the SPV, the company can obtain liquidity without directly taking on the SPV’s financing, while in structures based on financing to the company, the impact on financial indebtedness must be assessed.
Inventory financing: destocking vs traditional tools
Compared with the more traditional inventory financing tools — invoice advances, bank facilities, loans secured by a pledge over the goods — destocking has some significant differences:
- It does not necessarily require opening a new bank credit line, but puts an already-existing asset to work
- It allows stock to be mobilised ahead of the natural time needed to place it on the market, and even before trade receivables are generated
- The goods and related proceeds allocated to the transaction benefit, depending on the structure adopted and within the terms of Law 130/1999, from asset-segregation mechanisms vis-à-vis other creditors.
- It can also be structured in revolving form, with periodic transfers of goods meeting predetermined categories
It is nevertheless a structured transaction, requiring an independent valuation of the inventory, an analysis of the goods’ turnover and saleability and coordination between the company, the SPV and the lenders: elements that make advisory support essential in the structuring phase.
Which companies destocking makes sense for
Destocking is particularly relevant in supply chains characterised by especially long seasoning, ageing or processing cycles, in which stock may remain in the warehouse for months or years before being marketed.
This is typically the case for:
- PDO cheeses and long-matured dairy products;
- cured meats;
- wines and spirits undergoing ageing;
- raw materials and industrial semi-finished goods;
- other products with adequate traceability, saleability and relatively stable value.
The mechanism can, however, also be applied to other industrial sectors, provided the inventory has characteristics compatible with this type of financing structure.
Market case: in July 2026, CDP and Cherry Bank completed the first Italian inventory securitisation under the new regulatory framework, making €10 million available to Magazzino Italia SPV for the revolving purchase of fresh and semi-matured Brazzale products. The transaction is one of the first concrete tests of the new rules and a potentially replicable model for other production chains.
A practical example
A food company with substantial long-maturing stock — for example cheeses, hams, wines or long-aged spirits — could use a destocking structure to bring forward part of the economic value of its inventory and finance the next production cycle, without waiting for the final sale of its products.
The preliminary analysis should focus on the value and traceability of the stock, on turnover times, price stability and marketing capacity, and on the overall sustainability of the financing structure. The example illustrates the type of transaction that SBG Consulting can support as part of structuring new asset classes and structured finance solutions for businesses.
This example illustrates the type of transactions that SBG Consulting can support in the context of structuring new asset classes and structured finance solutions for businesses.
How SBG Consulting supports companies interested in destocking
SBG Consulting operates in the field of consulting aimed at creating new asset classes and identifying specific investment sectors, supporting companies with:
- Preliminary assessment of the inventory’s suitability for a destocking transaction
- Structuring of the transaction in coordination with the SPV, legal advisors and lenders
- Support for origination and structuring, coordinating dialogue with the SPV, legal advisors and financing parties or investors, in compliance with reserved activities
- Coordination with SBG Mediazione Creditizia for related extraordinary finance transactions
Want to find out whether your inventory can be turned into liquidity? Request a strategic consultation from SBG CONSULTING
Request a strategic consultation from SBG CONSULTING
Frequently asked questions
What is destocking?
It is a financing technique that allows companies to turn the value of their inventory into liquidity, bringing its economic realisation forward relative to normal sales times, through securitisation transactions governed by Law 130/1999 as amended by annual SME Law 34/2026.
What did annual SME Law 34/2026 change about securitisations?
Article 8 extended the rules of Law 130/1999 to movable assets, including unregistered ones, and broadened the scope for using receivables, including future ones, and the assets and rights attributable to them, creating a specific legal basis for the financial enhancement of inventory.
What percentage of the inventory’s value is advanced?
There is no standard percentage. The liquidity obtainable depends on the type and value of the goods, their turnover and saleability, price volatility and any haircuts provided for by the financing structure.
Does destocking increase the company’s indebtedness?
It depends on the structure of the transaction. In an actual sale of the inventory to the SPV, the company can obtain liquidity without directly taking on the financing used by the vehicle to purchase the goods. In structures where the SPV instead finances the company directly, the impact on indebtedness and on the Net Financial Position must be assessed on the basis of the contractual features and the related accounting treatment.
Must the inventory be physically transferred to the SPV?
Not necessarily. In sale-based structures, ownership of the goods is transferred to the SPV, but they can continue to be stored, processed or marketed at the company’s premises as contractually agreed. In financing-based structures, the inventory can instead remain in the company’s ownership and be earmarked to serve the transaction.
Which companies can consider a destocking transaction?
It is particularly suitable for companies with inventories whose nominal value reaches at least an indicative threshold of €5 million, with long turnover cycles, adequate traceability and relatively stable, predictable prices, typical of the agri-food and wine sectors and of certain manufacturing segments. The mechanism can, however, also be considered in other sectors where the characteristics of the assets allow it.