Bank of China (Frankfurt Branch) contributes to a €1.45 billion EUR syndicated loan to finance Blackstone's equity contribution for the acquisition of a 67% stake in Atlantia S.p.A.

Project narrative

On July 16, 2022, a syndicate of 22 banks — including the Bank of China (Europe) S.A., the Bank of China Limited Zweigniederlassung Frankfurt am Main Frankfurt Branch, the Milan Branch of the Bank of China (BOC), and Bank of Communications (Luxembourg) S.A. (BoCom Lux) — entered into a €8,225,000,000.00 EUR ($8.69887 billion USD) syndicated senior cash bridge term loan facility agreement with Schemaquarantadue S.p.A. — an Italy-incorporated special purpose vehicle (SPV) and joint venture of Sintonia S.p.A., an Italy-incorporated wholly-owned subsidiary of Edizione S.p.A. (65% equity stake), BIP-V Hogan (LUX) SCSp, a Luxembourg-incorporated wholly-owned subsidiary of Cayman Islands-incorporated Blackstone Infrastructure Partners – V AIV II (CYM) L.P., controlled by American asset manager Blackstone Inc. (5.25% equity stake), and by Luxembourg-incorporated BIP Hogan (LUX) SCSp, a wholly-owned subsidiary of Cayman Islands-incorporated BIP Hogan HoldCo (CYM) Ltd., jointly owned by Cayman Islands-incorporated Blackstone Infrastructure Partners – P (Cayman) NQ L.P and by Cayman Islands-incorporated BIP Aggregator (Cayman) NQ L.P., which it is jointly owned by Luxembourg-incorporated Blackstone Infrastructure Partners Lower Fund IV (LUX) SCSp and by Blackstone Infrastructure Partners – P (Cayman) NQ L.P., controlled by American asset manager Blackstone Inc. (29.75% equity stake) — to finance its offer to acquire a 67% equity stake in Italian airport and motorway holding company Atlantia S.p.A. The facility carried a maturity period of 18 months and three days (1.508 years) from initial drawdown, with an extension option of 24 months, with a single repayment date on the maturity date (a grace period equal to the maturity period). The facility carried an availability period ranging from signing to the earlier of the dates the offer was not accepted, withdrawn, or April 30, 2023, with an expiration one month prior to maturity if the loan was drawn. The facility carried an interest rate based on EURIBOR (with a floor of zero) plus an applicable margin based on the two corporate family ratings of Atlantia at the first utilization date (whether investment-grade or not) with an average of margin options if the ratings were split. The facility was senior unsecured debt, but with received corporate guarantee from from Schemaquarantadue S.p.A. and its wholly-owned subsidiary Schema Alfa S.p.A. The facility was governed under English law. Record ID#109114 captures BOC (Europe)'s contribution. Record ID#109116 captures the contributions of the Frankfurt and Milan Branches of BOC. Record ID#109117 captures BoCom Lux's contribution. In addition to the Chinese state-owned banks, the following lenders contributed to the loan syndicate: the Milan Branch of Banco Santander S.A., the Milan Branch of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), Banco BPM S.p.A. (BBPM), Bank of America Europe Designated Activity Company, BPER Banca S.p.A., Caixabank, S.A., the Milan Branch of Crédit Agricole Corporate and Investment Bank (CACIB), Goldman Sachs Bank Europe SE, Intesa Sanpaolo S.p.A., the Milan Branch of JPMorgan Chase Bank, N.A., Mediobanca – Banca di Credito Finanziario S.p.A., the Milan Branch of Mizuho Bank, Ltd., MUFG Bank, Ltd., the Milan Branch of Natixis S.A., the Paris Branch of Royal Bank of Canada (RBC), the Milan Branch of SMBC Bank EU AG, Société Générale S.A. (SocGen), and UniCredit S.p.A.. J.P. Morgan SE served as facility agent. Bank of America, Goldman Sachs, Intesa Sanpaolo, JPMorgan, Mediobanca, Natixis, RBC Capital Markets, Santander, SMBC, and UniCredit served as underwriters. The proceeds were to be used by the borrower to finance its offer for a 67% stake in Atlantia. Furthermore, on July 16, 2022, a syndicate of 32 banks — including Bank of China (Europe), the Frankfurt and Milan Branches of BOC, and BoCom Lux — entered into a €1,450,000,000 EUR syndicated senior facilities agreement with BIP Hogan (LUX) SCSp to finance Blackstone's equity contribution for the acquisition of a 67% stake in Atlantia S.p.A. The facilities consisted of a €1,400,000,000 EUR term loan facility and a €50,000,000 EUR liquidity revolving credit facility (RCF). The facilities carried a maturity period of five years from the first utilization date with a bullet repayment with no amortization (a grace period equal to the maturity period). The facility carried an availability period ranging from signing to the earlier of the dates the offer was not accepted, withdrawn, or April 30, 2023, with an expiration one month prior to maturity if the loan was drawn. The facility carried an interest rate based on EURIBOR (with a floor of zero) plus a minimum margin of 3.25%. The facilities agreement included s a look-through net leverage financial covenant and an obligor interest cover financial covenant for each of the facilities, to be tested on the first complete financial half-year following the first drawdown and thereafter, on 31 December and 30 June in each financial year falling prior to the termination date. The facilities received a corporate guarantee from BIP Hogan (LUX) SCSp. The facilities were senior secured (i.e. collateralized against) an account pledge in respect of the material bank accounts of each of BIP Hogan (LUX) SCSp and BIP-V Hogan (LUX) SCSp (without control over use) under Luxembourg governing law, a receivables pledge in respect of any structural intragroup receivables owed by Schemaquarantadue S.p.A to BIP Hogan (LUX) SCSp or BIP-V Hogan (LUX) SCSp under Luxembourg governing law, and a share pledge in respect of each BIP Hogan (LUX)’s shares in the capital of Schemaquarantadue under Italy governing law. The facility was governed under English law. Record ID#109118 captures BOC (Europe)'s contribution. Records ID#109119 and #110722 capture the contributions of the Frankfurt and Milan Branches of BOC. Record ID#109120 captures BoCom Lux's contribution. In addition to the Chinese state-owned banks, the following lenders contributed to the loan syndicate: AXA Assurance IARD Mutuelle, AXA France IARD, AXA Krankenversicherung AG, AXA Aurora Vida SA de Seguros y Reaseguros – CFM, AXA Versicherung AG, the Milan Branch of Banco Santander, the Milan Branch of BBVA, BBPM, Bank of America Europe Designated Activity Company, BPER Banca, Banco Pichincha Espana, S.A., Caixabank, the Milan Branch of CACIB, Goldman Sachs Bank Europe, Infrastructure Finance SCS-SIF, Intesa Sanpaolo, J.P. Morgan SE, the London Branch of JPMorgan Chase Bank N.A., Mediobanca – Banca di Credito Finanziario, Mizuho Bank Europe N.V., MUFG Bank (Europe) N.V., Natixis, the London Branch of RBC, the Milan Branch of SMBC Bank EU, SocGen, UniCredit, UCI, Woori Global Markets Asia Limited, and the Hong Kong Branch of Woori Bank. J.P. Morgan SE served as facility agent. Bank of America, Goldman Sachs, Intesa Sanpaolo, JPMorgan, Mediobanca, Natixis, RBC Capital Markets, Santander, SMBC, and UniCredit served as underwriters. The term loan facility would be used to finance part of Blackstone's €3.91 billion EUR equity contribution for the acquisition of a 67% stake in Atlantia. Atlantia was an Italian transportation holding company based in Rome with operations in 11 countries in the infrastructure and mobility services sectors. It operated over 9,400 kilometers of toll freeways, the Fiumicino airport near Rome, Italy, the Ciampino airport near Rome, Italy, and the Nice Côte d’Azur airport in France. Other assets include a 50% stake in Spain-based toll road company Abertis Infraestructuras, S.A. overseas motorway operators in Chile, Brazil and Poland, a 51% stake in Italian electronic toll collection company Telepass S.p.A., a 100% stake in Germany-based traffic management company Yunex Traffic GmbH, a 15.49% stake in France-based Getlink, which manages and operates the Channel Tunnel, overseas motorway operators in Chile, Brazil and Poland, a 51% stake in Italian electronic toll collection company Telepass S.p.A., a 100% stake in Germany-based traffic management company Yunex Traffic GmbH, a 15.49% stake in France-based Getlink, which manages and operates the Channel Tunnel, and a 29.38% stake in Aeroporto di Bologna. On February 5, 2022, a syndicate of nine banks — including BOC, Bank of Communications (BoComm), and the Industrial and Commercial Bank of China (ICBC) — entered into a $630.00 million USD syndicated loan agreement with Blackstone to support its offer to acquire Atlantia. The loan was divided into two tranches: a $600.00 million USD term loan tranche and a $30.00 million USD debt service reserve facility. AidData has assumed this loan was Cancelled, with the other bridge loan replacing it. BOC committed $66.66 million USD to the $600 million USD term loan tranche, as captured by Record ID#109150. BoComm committed $50.00 million USD to the $600 million USD term loan tranche, as captured by Record ID#109151. ICBC committed $45.00 million USD to the $600 million USD term loan tranche, as captured by Record ID#109152. BOC contributed $3.33 million USD to the $30 million USD debt service reserve facility, as captured by Record ID#109153. On April 14, 2022, Schematrentatre made an offer to the shareholders of Atlantia to acquire the remaining 67% stake that Edizione did not already own for for €23 EUR ($25 USD) per share in cash, or €12.7 billion EUR total, with the sponsors providing €4.48 million EUR of equity in addition to the debt. This would have been Europe’s largest ever take-private transaction. On June 23, 2022, Presidency of the Council of Ministers of the Italian Republic communicated it would not exercise its special powers under the Italian Decree Law no. 21/2012 (known as the "golden power" regulation) to block the deal. On October 3, 2022, Commissione Nazionale per le Societa e la Borsa approved the offer. An offer packet was released on October 7, 2022, with the offer opening for acceptance from October 10, 2022 to November 11, 2022. On November 8, 2022, Schematrentatre announced that all authorizations, approvals, and clearances required by the competent authorities under applicable laws for the completion of the Offer had been obtained. As of November 17, 2022, Schematrentatre had received acceptance from 448,016,930 Shares equal to 54.254% of share capital. The acquisition of the remaining 67% stake was then completed on November 25, 2022. On March 14, 2023, Atlantia assumed its new name of Mundys S.p.A. On April 30, 2023, the reverse merger of Schemaquarantadue and Schema Alfa SpA with and into Mundys became effective.