Atlantia ups tender cap again, buys back €1.02 billion of three series in oversubscribed offer

By Susanna Moon

Chicago, Feb. 25 – Atlantia SpA said investors had tendered €1,078,963,000 of notes in the offer to purchase up to a maximum amount of three series of notes.

The company will accept for purchase €1,020,130,000 of the notes, with first-priority notes of €619,528,000 and second-priority notes of €400,602,000, according to a company notice.

The breakdown for the tendered amounts is as follows:

• €619,528,000 of the €1.5 billion 5 5/8% notes due 2016;

• €300,602,000 of the €1 billion 3 3/8% notes due 2017; and

• €158,833,000 of the €1 billion 4½% notes due 2019.

The first priority goes to the 5 5/8% notes, with equal priority after that to the other two series of notes.

The maximum purchase amount was raised to €1,102,245,344 from €1 billion, with a sub-cap of €661,129,305 for the 2016 notes, €325,089,039 for the 2017 notes and €116,027,000 for the 2019 notes.

The company said it accepted for purchase all of the tendered 5 5/8% notes and 3 3/8% notes and accepted €100 million of the 4½% notes.

After settlement, there will be outstanding €880,472,000 of the 5 5/8% notes, €699,398,000 of the 3 3/8% notes and €900 million of the 4½% notes.

The tender offer for the first-priority notes was extended to 10 a.m. ET on Feb. 24, with settlement set for Feb. 27.

The company said on Feb. 13 that it was tendering for up to €750 million of the three series of notes, with an offer expiration of 10 a.m. ET on Feb. 20 and settlement date of Feb. 26.

The sub-cap originally was €500 million for the 5 5/8% notes, or first-priority notes. The company had then planned to spend the remaining amount to buy the other two series of notes, which had the same order of priority.

The company then lifted the tender offer cap on Feb. 23 to €1 billion from €750 million, with the first-priority amount revised to €750 million from €500 million.

The notes are guaranteed by Autostrade per l’Italia SpA.

Pricing set, other details

The company will pay 106.715 for the 5 5/8% notes, 108.146 for the 3 3/8% notes and 116.027 for the 4½% notes.

Pricing was set at 8 a.m. ET on Feb. 25 using the sum of a purchase spread of the interpolated mid-swap rate minus 14 basis points for the 5 5/8% notes, plus 5 bps for the 3 3/8% notes and plus 20 bps for the 4½% notes.

The interpolated mid swap rate was negative 0.107% for the 5 5/8% notes, 0.128% for the 3 3/8% notes and 0.200% for the 4½% notes.

The purchase yield was negative 0.033% for the 5 5/8% notes, 0.178% for the 3 3/8% notes and 0.400% for the 4½% notes.

The company will also pay accrued interest to but excluding the settlement date.

The minimum denomination is €50,000 for the 5 5/8% notes and 3 3/8% notes and €100,000 for the 4½% notes.

Banca IMI SpA (+39 02 72615938 or email: Liability.Management@bancaimi.com), Mediobanca - Banca di Credito Finanziario SpA (+44 2030369653, attn: Chiara Aquino, email: MB_LiabilityManagement_CORP@mediobanca.com) and UniCredit Bank AG (+39 02 8862 0630; to +49 89 378 13722, attn: DCM Italy, liability management, email: dcmcorpitaly.uc@unicredit.eu; corporate.lm@unicredit.de) are the joint dealer managers.

The tender agent is Lucid Issuer Services Ltd. (+44 207 704 0880, attn: Thomas Choquet, email: atlantia@lucid-is.com)

The purpose of the offers is to use available liquidity to manage the company’s debt maturity profile by reducing outstanding debt maturing in 2016, 2017 and 2019, according to a company press release.

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

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