Narrative
Full Description
Project narrative
On May 2, 2018, financial close was reached on a deal in which a syndicate of 21 banks — including the Bank of China (BOC) — entered into a €1.959 billion EUR ($2.35149 billion USD) syndicated loan agreement with Rioja Bidco Shareholdings, S.L.U. — a Spain-incorporated special purpose vehicle controlled by funds managed by CVC Capital Partners SICAV-FIS, S.A. (CVC) and Corporación Financiera Alba, S.A. — to support its acquisition of a 20.072% stake in Gas Natural SDG, S.A. (soon thereafter renamed Naturgy Energy Group, S.A.). This loan was divided into two tranches: a €1.94950 billion EUR ($2.34008 billion USD) term loan A tranche with a maturity period of five years, a final maturity date of May 2, 2023, and fees of zero basis points (bps); and a €80.00 million EUR ($96.03 million USD) revolver tranche with a maturity period of two years, a final maturity date of May 2, 2020, and fees of zero bps. The loan carried an interest rate of EURIBOR plus an initial margin of 275 bps in the first year, increasing by 25 bps each year. The proceeds were to be used by the borrower to support its acquisition of a 20.072% stake in Spanish multinational natural gas and electricity utilities company Gas Natural SDG, S.A.. BOC contributed €70.00 million EUR ($84.02 million USD) to the €1.9495 billion EUR term loan A tranche. In addition to BOC, the following lenders contributed to the €1.9495 billion EUR tranche: ABANCA Corporación Bancaria, S.A. (€135.00 million EUR; $162.05 million USD), Banco Cooperativo Español (€18.00 million EUR; $21.61 million USD), Banco de Sabadell S.A. (€98.30 million EUR; $117.99 million USD), Bankia S.A. (€98.30 million EUR), Bankinter, S.A. (€35.00 million EUR; $42.01 million USD), CaixaBank, S.A. (€389.90 million EUR; $468.02 million USD), Cajamar (€80.00 million EUR; $96.03 million USD), Crédit Agricole Group (€175.00 million EUR; $210.06 million USD), Gazprom (€20.00 million EUR; $24.01 million USD), Grupo HNA (€15.00 million EUR; $18.01 million USD), Kutxabank S.A. (€40.00 million EUR; $48.01 million USD), Liberbank S.A. (€26.50 million EUR; $31.81 million USD), Mora Banc (€25.00 million EUR; $30.01 million USD), Natixis (€50.00 million EUR; $60.02 million USD), Raiffeisen Banking Group (€45.00 million EUR; $54.02 million USD), Banco Santander S.A. (€250.00 million EUR; $300.09 million USD), Société Générale S.A. (SocGen) (€200.00 million EUR; $240.07 million USD), Unicaja Banco S.A. (€42.50 million EUR; $51.01 million USD), UniCredit S.p.A. (€100.00 million EUR; $120.04 million USD), and Woori Bank (€36.00 million EUR; $43.21 million USD). CaixaBank, Crédit Agricole, Natixis, Santander, and SocGen served as bookrunners and underwriters. BOC, ABANCA, Banco de Sabadell, Bankia, and UniCredit served as mandated lead arrangers. CaixaBank, Crédit Agricole, Natixis, Santander, and SocGen initially committed €360 million EUR before syndication. Syndication was launched by mid-March and was expected to close by the end of March 2018. On February 22, 2018, Rioja Bidco Shareholdings entered into a purchase agreement with Spanish oil and gas company Repsol, S.A., for the acquisition of 200,858,658 shares in Gas Natural SDG (20.072% of its share capital) for a consideration of €3,816,314,502 EUR (€19 EUR per share). The sale required approvals from authorities in Mexico, South Korea, Japan, Germany, non-opposition from the other shareholders of Gas Natural SDG (Irish Central Bank, CriteraCaixa, and Global Infrastructure Partners). The acquisition was completed on May 18, 2018. In August 1, 2019, Rioja Acquisition S.À.R.L. absorbed Rioja Bidco Shareholdings, becoming the direct shareholder of Naturgy.
Staff comments
1. A 6-month EURIBOR was assumed. The average 6-month EURIBOR for May 2018 was -0.270%. Therefore, the interest rate has been coded as -0.270% + 2.75% (275 bps being the initial margin) = 2.48%.