Spanish developer OHL has bought into Catalan toll road developer Abertis – following the exit of historic stakeholder ACS – becoming the company’s third-largest shareholder.
Late yesterday, ACS – which at one point owned close to 26 percent of Abertis – informed the Spanish competition commission (CNMV) that it had sold its remaining 10 percent of Abertis for €875.3 million. Abertis said it had bought 5.3 percent of ACS’ stake at €11.21 per share, a 4.1 percent discount to the stock’s trading price, according to Abertis. OHL said it bought the remaining 4.7 percent through an equity swap contract.
As reported yesterday, Abertis will transmit the shares bought from ACS – along with other previous share buybacks – to OHL as currency in a landmark transaction that will see Abertis acquire OHL’s Brazilian toll roads portfolio. The deal foresees Abertis passing on 10 percent of its own shares to OHL in exchange for nine Brazilian road concessions spanning 3,227 kilometres.
Separately, Abertis will also bolster its Chilean roads portfolio by acquiring OHL’s Chilean toll roads for some €200 million.
Given the 4.7 percent in Abertis OHL acquired from ACS, OHL now owns 14.7 percent of the Catalan toll road developer. In a statement, OHL said it is entering Abertis’ capital for the “long term” and “shares the strategic vision of main shareholder ‘La Caixa’ on the future of the company”.
OHL added that its decision to become part of Abertis’ shareholding was motivated by the desire to keep La Caixa, a Spanish bank which owns 28.5 percent of Abertis, as Abertis’ main shareholder. “OHL wants to express its satisfaction at becoming La Caixa’s partner in Abertis’ capital,” the company stated. OHL did not, however, mention Abertis’ second-largest shareholder, CVC Capital Partners (CVC).
And that places the spotlight on CVC’s 15.5 percent stake in Abertis, which the private equity firm bought from ACS last year for €1.7 billion. Originally, ACS and CVC had agreed to a three-year lock period in Abertis, after which each firm would be free to sell their stakes, provided they gave their partner the right of first offer over any stake sale. Yesterday, ACS told the CNVM that the lock-up agreement had been dissolved.
CVC had originally tried to take over Abertis via a €12 billion leveraged buyout that collapsed due to a lack of bank support. When that failed, CVC’s agreement with ACS ensured that, whilst it only received dividends on the 15.5 percent of Abertis it owned, it would hold a majority of voting rights over its stake and ACS’ 10 percent of Abertis, effectively turning it into Abertis’ second-largest shareholder by voting rights.
With ACS now having exited Abertis and its partnership with CVC effectively dissolved, it is unclear what percentage of voting rights CVC currently has in Abertis.