Atlantia begins tender offer for Romulus Finance’s 5.441% notes

By Angela McDaniels

Tacoma, Wash., Jan. 20 – Atlantia SpA began a tender offer for the outstanding £215 million 5.441% class A4 notes due 2023 issued by Romulus Finance Srl, according to a company announcement.

The company is offering 120% of par plus accrued interest.

The deadline is 10 a.m. ET on Jan. 26, and the settlement date is expected to be Jan. 30.

The offer is subject to the receipt of tenders for at least 60% of the outstanding principal amount of notes.

Atlantia will fund the offer with cash on hand.

The company does not expect to surrender any notes purchased in the offer to Romulus for cancellation.

Possible consent solicitation

In addition, Atlantia said that if it receives a number of notes that it considers “satisfactory,” it may ask noteholders to vote on some amendments.

The company expects that any such amendments would be to modify the notes’ terms and conditions to become as consistent as possible with the terms and conditions of the unsecured and unguaranteed notes currently issued by AdR under its euro medium-term note program. AdR is a subsidiary of Atlantia and the ultimate borrower of the Romulus facility agreement whose receivables are the main source of payment of interest and repayment of principal under the notes.

Such amendments may consist of the removal of the financial guarantee issued by Ambac Assurance UK Ltd. in favor of the noteholders and the amendment and/or deletion of some financial covenants.

The lead dealer manager for the tender offer is Mediobanca – Banca di Credito Finanziario SpA (39 02 88291 or MB_DCM_CORPORATE_IT@mediobanca.com). The co-lead dealer managers are BNP Paribas (44 (0)20 7595 8668 or liability.management@bnpparibas.com) and Deutsche Bank AG, London Branch (44 20 7545 8011 or liability.management@db.com). The tender agent is Lucid Issuer Services Ltd. (44 (0)20 7704 0880 or atlantia@lucid-is.com).

Rome-based Atlantia constructs and operates motorways, airports and transport infrastructure, parking areas and intermodal systems.

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