Moving on up
The €9.675bn loan backing the €50bn take-private of Italian transport infrastructure giant Atlantia was the outstanding EMEA loan of 2022. The complex multi-layered transaction flawlessly navigated a turbulent market through swift and impeccable execution.
It was the largest euro-denominated acquisition financing and the largest sponsor-backed M&A financing in Europe in 2022.
Atlantia’s global portfolio spans around 9,000km of toll roads across 11 countries, two major European airport systems and a stake in the Getlink rail link between the UK and Continental Europe.
Benetton family holding company Edizione, which already held a 33% stake in Atlantia, partnered with global investment manager Blackstone to buy out the remaining 67% of the company.
“This was a strong borrower and a strong sponsor. The company management was absolutely dedicated to the process which was managed very professionally from beginning to end,” said Sabino Chiariello, UniCredit’s head of loan syndicate for Italy.
The financing included an €8.225bn 18-month unsecured cash bridge paying an initial non-investment-grade margin of 115bp over Euribor or an investment-grade margin of 65bp, stepping up over time.
There was also a €1.6bn five-year senior secured holdco loan, later reduced to €1.45bn, comprising a €1.4bn term loan, helping to finance part of Blackstone’s equity contribution, and a €50m revolving credit facility. The holdco loan paid a blended margin of 327.5bp over Euribor, with yearly step-ups.
“This was a very complex deal with elements of corporate, infrastructure and LBO financing,” said Lorenzo Crisci, UniCredit's director for loan syndicate in Italy.
The financing required both bank and institutional support to succeed, a stiff challenge as markets began to deteriorate.
The financing was underwritten in April by an initial club of six banks comprising Goldman Sachs, Mediobanca, JP Morgan, Intesa Sanpaolo, Bank of America and UniCredit.
Syndication was launched in early May, closed in mid-June and the loan was signed on July 16, an impressive turnaround given the complexity of the deal and the state of the market.
Banks were drawn to the strength of Atlantia’s name and the quality of its assets, while Blackstone was able to call on its strong institutional relationships. The financing was ultimately placed with 25 institutions, including a diverse group of banks and institutional investors.
“This really was a tour de force. With capital a lot more scarce, we needed to bring in banks from all over the globe. That took a lot of education around what needed to be done to unlock the balance sheets at banks,” said Jon Kaufman, global head of capital markets at Blackstone.
With the financing successfully placed, the acquisition was completed and Atlantia was delisted on December 9.
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