ICBC contributes to a €9.824 billion EUR syndicated loan to facilitate the acquisition of a 100% stake in Abertis Infraestructuras S.A. (Linked to Record ID#100519 and #100520)

Project narrative

In May 2017, Atlantia S.p.A. — an Italian holding company active in the motorway and airport infrastructure and mobility-related services industries controlled by Italy's Benetton family — announced its intention to buy Abertis Infraestructuras S.A., a Spanish toll roads concessionaire company. Atlantia offered €16.5 EUR per share for 100% of Abertis, a consideration of €16.34 billion ($18.28 billion). On October 9, 2017, the Spanish Securities Market Commission approved the offer, followed by the European Commission on October 13, 2017. Then, on October 18, 2017, Hochtief AG — a German construction company based in Essen, North Rhine-Westphalia with ACS, Actividades de Construcción y Servicios, S.A., a Spanish construction company, as its largest majority shareholder — announced a €17.1 billion EUR ($20.2 billion USD) cash and share offer for Abertis, or €18.76 EUR per share in cash and 0.1281 Hochtief shares for each Abertis share. To finance its bid, prior to its public announcement, J.P. Morgan Securities PLC entered into a €15.0 billion EUR syndicated credit line loan agreement with Hochtief AG. The loan was syndicated to 16 banks — including the Industrial and Commercial Bank of China (ICBC) — in November 2017, for a total of 17 lenders. This loan was unsecured. Record ID#100519 captures ICBC's commitment. Then, on March 14, 2018, Hochtief AG, ACS Group, and Atlantia agreed to a joint takeover offer for Abertis; on March 23, 2018, a revision of the takeover bid originally made by Hochtief was submitted to the Spanish Securities Market Commission, removing the share component, turning the acquisition to a purely cash acquisition. Atlantia and ACS Group entered into a shareholders' agreement to dictate the investment and governance of Abertis; Atlantia would hold operational control, which will be consolidated line by line its accounts, and appoint the majority of Abertis HoldCo's board and Abertis's board and Abertis's chief executive and chief financial officers, while ACS Group would appoint Abertis's non-executive chairman. The commission approved the joint takeover offer on April 12, 2018. Then, on April 13, 2018, a syndicate of 27 banks — including ICBC — entered into a €18.18 billion EUR syndicated credit line facility agreement with Hochtief to finance the acquisition of a 100% stake in Abertis Infraestructuras S.A. by Hochtief, ACS Group, and Atlantia. This loan carried a maturity period of one year and a final maturity date of April 19, 2019. This loan replaced the original €15.0 billion EUR syndicated loan, which AidData treats as having been Cancelled. On May 17, 2018, the borrower drew down €14.3 billion EUR to settle the offer price of the acquisition. The credit facility was further progressively drawn down between May and October 2018. ICBC contributed €500.00 million EUR ($569.61 million USD). Record ID#100520 captures ICBC's contribution. In October 2018, a syndicate of 29 banks — including ICBC— entered into a €9.824 billion EUR senior unsecured non-recourse syndicated loan agreement with Abertis HoldCo, S.A. — a Spain-incorporated special purpose vehicle (SPV) jointly owned by Atlantia S.p.A. (50% plus one share), ACS Group (30%), and Hochtief AG (20% minus one share) — to facilitate the acquisition of Abertis Infraestructuras S.A. This loan was divided into three tranches: a €3 billion EUR amortizing term loan tranche with a maturity period between four and five years, a €4.7 billion EUR bridge-to-bond facility tranche with a maturity period of 18.5 months (approximately 1.541 years), and a €2.2 billion EUR bridge-to-disposal facility tranche. This loan had no financial covenants without restrictions on re-leveraging unless Abertis HoldCo's and Abertis Infraestructura's credit profile fell below a pre-set threshold. Record ID#103036 captures ICBC's contribution. In addition to ICBC, the following lenders contributed to the loan syndicate: Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), BNP Paribas S.A., Banco BPM S.p.A., Bank of America Merrill Lynch (BAML), Bankia, S.A., Barclays Bank Plc, CaixaBank, S.A. Cassa Depositi e Prestiti S.p.A. (CDP), Commerzbank AG, Crédit Agricole Group, Credit Suisse AG, Goldman Sachs Group Inc., HSBC Bank Plc, ING Group N.V., Intesa Sanpaolo S.p.A., JPMorgan Chase Bank, N.A., Landesbank Baden-Württemberg (LBBW), MUFG Bank, Ltd., Mediobanca, Mizuho Bank, NatWest Markets Plc, Natixis, RBC Capital Markets, Société Générale S.A. (SocGen), Banco Santander, S.A., Sumitomo Mitsui Banking Corporation Group (SMBC), Unione di Banche Italiane S.p.A. (UBI Banca), and UniCredit S.p.A. All these lenders served as bookrunners. The takeover bid ended on May 8, 2018 and was settled on May 15, 2018. Hochtief acquired 98.7% of the issued share capital of Abertis (taking into account treasury shares retired by Abertis) on May 18, 2018. Then, on July 25, 2018, Abertis's shareholders approved the de-listing of Abertis from the Madrid Stock Exchange. Then, on October 29, 2018, Hochtief transferred the 98.7% of shares to Abertis Participaciones S.A.U. — a Spain-incorporated SPV wholly-owned subsidiary of Abertis HoldCo, S.A. — completing the acquisition. In exchange, Abertis HoldCo paid Hochtief, which was used to repay the €16,407,096,000 EUR of drawings on the €18.18 billion EUR syndicated facility, fully repaying it (€18.36 EUR per share). The €18.18 billion EUR facility was then cancelled by Hochtief. The acquisition had a total cost of €16.52 billion EUR ($18.8 billion USD), with an equity injection of €6.91 billion EUR into Abertis HoldCo S.A. from the three sponsors. In April 2019, Abertis HoldCo transferred the debt from the €9.824 billion EUR syndicated loan through an extraordinary non-cash distribution to Abertis Infraestructuras. Abertis also planned to refinance the bridge-to-disposal facility tranche using €1.7 billion EUR of the sale of Cellnex Telecom. On March 18, 2019, a syndicate of banks — including ICBC — arranged a €3.06889 billion EUR ($3.47895 billion USD) multi-tranche euro and British pound sterling bond issuance for Abertis HoldCo to refinance a portion of the €9.824 billion EUR syndicated loan. At the time of the acquisition, Abertis Infraestructuras S.A. was a Spain-based infrastructure group and the world's largest toll road operator. It managed 7,500 kilometers of toll road networks primarily in Spain, France, Chile, and Brazil, with the Spanish and French toll road businesses as mature and representing about 65% of the group consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA), and the Chilean and Brazilian businesses expected to grow in the mid-term. Abertis' assets were primarily national core networks with no material exposure to competition or assets strategically located in core areas. Abertis also managed telecommunications infrastructure. Through subsidiary Autopistas, Abertis managed 1,559 kilometers of toll roads in Spain, over 60% of the country's tolled roads, with a minority stake in 200 kilometers of road concessions. Abertis's Spanish assets included: Acesa, 479 kilometers of road on the AP-7 and AP-2 around Barcelona, Invicat, 66 kilometers on the C-31 / C-32 and C-33 around Barcelona; Aumar, 468 kilometers of road on the AP-7 from Tarragona to Alicante and the AP-4 Seville-Cádiz; Avasa, 294 kilometers of road on AP-68 Bilbao-Saragossa; Iberpistas, 70 kilometers of road on AP-6 Villalba-Adanero; Aucat, 47 kilometers of road on the C-32 Castelldefels-Sitges-El Vendrell; Castellana, 51 kilometers of road on the AP-51 Villacastín-Ávila; Aulesa, 38 kilometers of road on the AP-71 León-Astorga; Trados 45, 14 kilometers of road on the M-45 Stake II; Accesos de Madrid, 61 kilometers of road on the R-5 Madrid-Navalcarnero and R-3 Madrid Arganda; Túnels, 41 kilometers of road, being the Vallvidrera and Cadi tunnels; Henarsa, 62 kilometers of road on the R-2 Madrid-Guadalajara; Ciralsa, 33 kilometers of road, being the Alicante bypass; Autema, 48 kilometers of road on the C-16 Sant Cugat-Terrasa-Manresa. Abertis' other assets included Societe des Autoroutes du Nord et de l'Est de la France (SANEF), which manages 1,743 kilometers of road in France. Other countries with assets include Italy, Ireland, the United Kingdom, Croatia, Chile, Brazil, Puerto Rico, Argentina, Colombia, the United States, Canada, and India.