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Blackstone in €12.7bn take-private bid for Atlantia

The manager has partnered with Atlantia shareholder the Benetton family, after the latter rejected a takeover approach by a GIP, Brookfield and ACS team.

In what could end up being one of the year’s biggest deals, Blackstone Infrastructure Partners has teamed up with Italy’s Benetton family to take private Italian infrastructure firm Atlantia, in a €12.7 billion cash deal.

The Benetton family – which already owns 33 percent of Atlantia through investment vehicle Edizione – will be the majority owner of the bidding vehicle, with a 65 percent stake. BIP will hold the remaining 35 percent. The two partners’ €12.7 billion cash bid for the 67 percent of the firm not owned by Edizione gives Atlantia a total equity valuation of €19 billion and an enterprise value of €54 billion. Long-term shareholder CRT, an Italian banking foundation, has already agreed to sell its 4.5 percent stake in Atlantia, with the possibility of reinvesting the proceeds in the new structure, the bidders said. At €23 per share, the bid offers a 24.4 percent premium over Atlantia’s stock price on 5 April, when rumours of a takeover first surfaced. The company’s shareholders are due a €0.74 per share dividend in May, which won’t affect the offer price.

Edizione and BIP’s bid will be financed with €8.2 billion of bank debt from a group including Bank of America Merrill Lynch, Goldman Sachs, Mediobanca, JPMorgan, Intesa Sanpaolo and Unicredit, Infrastructure Investor understands. BIP will contribute some €4.5 billion of equity into the bidding vehicle, bid documents show.

The offer comes after Edizione recently rejected a non-binding bid for Atlantia from a consortium including Global Infrastructure Partners, Brookfield Asset Management and Spanish developer ACS. That bid would have led to what Edizione called “a break-up of the Atlantia group”, with ACS confirming it “would end up buying the majority of [Atlantia’s] highway concession business”. The latter includes Spanish concessionaire Abertis, which ACS owns together with Atlantia and German developer Hochtief.

Atlantia currently manages about 9,400km of motorways as well as five airports across 24 countries. However, it is on the cusp of completing the sale of Autostrade per l’Italia, which operates some 3,000km of Italian motorways, to a consortium led by state-owned investment bank Cassa Depositi e Prestiti (51 percent) and comprising BIP and Macquarie Asset Management (each holding 24.5 percent). The divestment was triggered by the collapse of the Genoa Bridge in August 2018, which killed 43 people.

While the two transactions are separate, BIP would effectively continue to have exposure to Atlantia’s entire pre-divestment motorways portfolio should its take-private bid for the company succeed.

In a statement, BIP and Edizione said they “fully support Atlantia’s long-term investment strategy, current business plan and sustainable growth”. They added they would be on the lookout for further investment opportunities in the infrastructure and mobility sectors.

Halfway mark

In late January, The Pipeline reported BIP had raised a further $6.7 billion, taking the permanent capital vehicle to a total of $23 billion – over 50 percent of its initial $40 billion target.

Blackstone reopened fundraising for the vehicle in the fourth quarter of last year, after more than 80 percent of the initial $14 billion raised had been committed. It was a lightning fundraising round, with four months taken compared to the two years Blackstone initially took to reach $14 billion in May 2019, inclusive of the $7 billion matching commitment by Saudi Arabia’s Public Investment Fund, which has also provided 50 percent of the latest fundraising.

Blackstone has continued to deploy the funds, investing $3 billion in developer Invenergy Renewables, while also buying a 35 percent stake in Phoenix Towers International.