Here is how Cdp and Atlantia quarrel about the indemnity for Autostrade
One of the aspects on which there is still no agreement on Aspi (Autostrade per l'Italia) between Atlantia and Cdp is the indemnity dossier. All the details
The board of directors of Atlantia meets today to approve the spin off of Aspi (Autostrade per l'Italia), of which it currently holds 88% of the capital.
The operation provides for the gradual exit of the Benetton family holding and the entry into the capital of CDP and other investors, as envisaged by the agreement signed with the government in mid-July .
There was a long negotiation on the details and value of the asset, with various hypotheses in the field: from the direct entry of Cdp in the capital of Aspi to a market operation that passed through the IPO.
On Tuesday, the head of the company of CDP, Fabrizio Palermo, called for a solution "in a short time". And yesterday, Wednesday 2 September, a meeting was held between Palermo and the CEO of Atlantia, Carlo Bertazzo, to fine-tune the final details.
The operation, according to Bloomberg , should take place in two stages. The most accredited hypothesis speaks of an IPO, which will take action after the spin-off of a 70% stake, which will be resolved today by the extraordinary board of directors of the parent company Atlantia.
The entry of CDP should take place at a later date, with a reserved capital increase of 6 billion euros, which will be used to repay the debt of Autostrade (4 billion) and to buy the remaining stake in Atlantia (2 billion).
Operation that should be completed by spring 2021. Aspi's valuation would be around 11 billion euros.
In fact, in the draft cited by Bloomberg it is not specified whether that value of 11 billion for Aspi is pre or post capital increase, Repubblica noted today: “And it makes a big difference, especially for investors who have the Atlantia stock in their portfolio”.
Also because if 10 billion in debt are added to the value of Aspi's capital of 11 billion, it reaches 21 billion, a figure that corresponds to the takeover value (23 minus 10% penalty) written in the concession, added Repubblica: "In practice after two years of continuous threats to revoke the concession, now the CDP would find itself recognizing the full value of the company to the Benettons after the collapse of the Morandi Bridge. That is, without taking into account that this takeover value was reduced to 7 billion by the Milleproroghe decree ”.
But some issues remain to be solved, in particular the renewal of the concession and the economic and financial plan, on which the evaluation of the asset also depends, linked to the planned investments, according to the most common calculation methodology. But the Ministry of Infrastructure and Transport will have to express itself on this.
And there is – last but certainly not least – the very intricate dossier of the indemnity: “Cassa Depositi wants it to be applied so as not to be held accountable in the event of failure of bridges and viaducts on the network. The top management of Atlantia believe this to be an obstacle – Corriere della Sera wrote today – In the sales procedure, sources attributable to the manager say, one has to bear the business risk as the Benettons would have done in the past by inheriting the network from the Iri. Legally it is a difficult point. Other sources believe it is possible to include in the agreement a window period in the management in which civil and criminal liability would fall on the old directors in the event of accidents. But it is difficult to calculate its duration. The infrastructures are very dated, especially in Liguria. Some viaducts are over 70 years old and the management in recent years has been full of shortcomings as shown by the summer construction sites on the network ”.
Il Sole 24 Ore wrote on the subject today: "The Bank would like guarantees in terms of responsibility, but it would still be willing to negotiate the boundaries of this" screen "- which it considers a completely legitimate piece, as already happens in many transactions of M&A – both in terms of time and in relation to the perimeter and the assets it should include. Atlantia, for its part, does not seem willing to make concessions in this sense, also because the request for the spa in Via Goito would be out of the question in the motorway concessions sector. So much so that, it is recalled by bringing the clock back to July 14 and the general agreement then reached between Cdp and the company that belongs to the Benetton family, even in that case the request to indemnify the public part (the Ministry of Transport) for the responsibilities arising from the collapse of the Morandi Bridge was then withdrawn from the negotiation. If anything, the answer to Cdp's requests, is the reasoning that circulates from the parts of the current concessionaire, could be found in the context of the due diligence that will be put in place as soon as the engines for the listing of the new Aspi are switched on according to the scheme at center of the confrontation of these hours ".
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/smartcity/ecco-come-cdp-e-atlantia-bisticciano-sulla-manleva-per-autostrade/ on Thu, 03 Sep 2020 13:20:51 +0000.