ACS and Atlantia complete US$18.8 billion acquisition of Abertis

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Atlantia has announced that, together with ACS and Hochtief, it has finalised the agreement signed on 23 March 2018 for the joint investment in Abertis Infraestructuras SA, a toll road operator headquartered in Barcelona.

The parties established Abertis Partecipaciones S.A., a Spanish company fully capitalised and owned by Abertis HoldCo S.A., a newly incorporated Spanish company capitalised and owned by the following shareholders: Atlantia 50% plus one share, ACS 30% and Hochtief 20% less one share.

Abertis Partecipaciones S.A. acquired, at a price per share equal to EUR18.36 (US$20.93), the entire 98.7% interest in the Abertis share capital held by Hochtief. This was undertaken by a voluntary tender offer launched on the company which closed on 18 May 2018 and also featured subsequent purchases of additional shares on the market – before the company was delisted from the Madrid Stock Exchange – and with private share purchase transactions thereafter.

A total of EUR16.5 billion (US$18.8 billion) was invested by the parties into Abertis, to acquire 98.7% of its issued share capital. This consists of EUR6.9 billion (US$7.87 billion) contributed in the form of equity injection in Abertis HoldCo by the parties, with the remaining amount financed via a debt financing package.

The package consists of a EUR3.0 billion (US$3.42 billion) amortising term loan (with maturities spanning from 4 to 5 years); a EUR4.7 billion (US$5.36 billion) bridge-to-bond facility (with a 18.5-months maturity) and a EUR2.2 billion (US$2.51 billion) bridge-to-disposal facility (of which EUR1.7 billion (US$1.94 billion) is to be refunded with the proceeds from the sale of Abertis' stake in Cellnex already sold in May 2018).

In the separate transaction under the same agreement, Atlantia bought 23.9% of Hochtief share capital from ACS at a price per share equal to EUR143.04 (US$163.07) for a total consideration of EUR2.4 billion (US$2.74 billion).

Atlantia has financed its equity injection in Abertis HoldCo and the acquisition of 23.9% in Hochtief via cash available and a financial package with maturities spanning from 2022 to 2023.

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