ACS, CVC agree to lock-up period for Abertis

The two shareholders, which together hold 25.86 percent of Abertis, have agreed not to sell their stakes in the Spanish developer for the next three years.

Spanish construction firm ACS and European private equity fund CVC Capital Partners have agreed to maintain their jointly held stake in Spanish developer Abertis for the next three years, ACS told the Spanish competition authority in a filing.

Abertis: may
soon sell assets

Following expiration of the three-year lock-up period, either firm will be free to sell their stakes in Abertis to a third party provided they give their partner the right of first offer over any stake sale and tag-along rights on the transaction. Tag-along rights determine that if the majority shareholder divests his stake, minority holders have the right to join the deal and sell their stake at the same terms and conditions as would apply to the majority stakeholder.

ACS recently sold 15.55 percent of its 25.86 percent stake in Abertis to CVC for €1.7 billion, keeping the remaining 10.28 percent. The transaction split ACS’ original stake between two holding vehicles, with CVC obtaining 60 percent of the voting rights over the two stakes (the 10.28 percent it didn’t acquire, as well as the 15.55 percent it did). CVC is now Abertis second-largest shareholder by voting rights following savings bank La Caixa, which owns 28.5 percent of Abertis’ stock.

It is unclear what plans CVC has for Abertis but rumours continue to swirl that its main shareholders may soon embark on a policy of divesting some of the developer’s non-core assets. Some of the proceeds from these sales may be used to repay some of the debt ACS and CVC borrowed to fund the transaction.

“To take out a loan with a duration as short as one year is unusual and to us suggests that an extraordinary dividend could be planned, probably funded from asset sales,” Robert Crimes, an analyst with Credit Suisse, wrote in a research note.

The two deal partners borrowed €1.5 billion from four banks to finance the deal. That amount breaks down into a three-year, €1.25 billion facility and the one-year, €250 million tranche Crimes refers to in his note. Market speculation suggests Abertis’ minority stakes in road operators Atlantia and Brisa are the prime candidates for divestment, which could generate a special dividend of about €1 billion.

Other non-core assets potentially up for sale include Abertis’ airports and telecommunications businesses. The Spanish developer derives more than 70 percent of its revenue from its toll road operations, spread across Spain, France and Latin America.