Autostrade seeks consents to release Atlantia guarantee for nine series

By Marisa Wong

Los Angeles, Oct. 20 – Autostrade per l’Italia SpA announced consent solicitations to release the guarantee issued by Atlantia SpA for nine series of notes and to approve some related changes to the terms and conditions of each series.

The consent solicitation is being carried out in connection with the disposal by Atlantia of its entire shareholding in Autostrade to a consortium comprising CDP Equity SpA, funds advised or managed by affiliates of Blackstone Inc. and entities controlled or managed by affiliates of Macquarie Group Ltd. under a share purchase agreement entered into on June 11.

The following notes are affected:

• £500 million 6¼% notes due June 9, 2022 (ISIN: XS0193942124);

• €1 billion 5 7/8% notes due June 9, 2024 (ISIN: XS0193945655);

• €500 million 4 3/8% senior guaranteed notes due Sept. 16, 2025 (ISIN: XS0542534192);

• €135 million zero-coupon senior guaranteed notes due April 2, 2032 (ISIN: XS0761524205);

• €35 million 4.8% senior notes due June 9, 2032 (ISIN: XS0789521480);

• €75 million 3¾% senior notes due June 9, 2033 (ISIN: XS0928529899);

• €125 million 3.24% senior notes due June 10, 2034 (ISIN: XS1075052024);

• €75 million 3 5/8% senior notes due June 9, 2038 (ISIN: XS1024746353); and

• ¥20 billion 2.73% fixed-rate notes due Dec. 10, 2038 (ISIN: XS0468468854).

For the 2022, 2024 and 2025 notes only, the company is also asking holders to approve an amendment to a condition regarding ownership to refer to the shareholding structure in place at the time the proposed changes are implemented.

Holders must deliver consent instructions by noon ET on Nov. 3 in order to be eligible to receive an early consent fee.

The early consent fee is 0.25% of the aggregate principal amount of notes subject to the consent instruction for all series other than the April 2032 notes. For the April 2032 notes, the fee is the amount subject to the consent instruction multiplied by a factor equal to the aggregate early redemption amount of €82,710,065.51 divided by the principal amount outstanding of €135 million.

For each series, payment of the early consent fee is conditioned on passing of the extraordinary resolution for that particular series of notes, passing of the extraordinary resolution for the other series of notes, the consent solicitation not being terminated and the quorum and necessary majority of votes cast at the meeting being satisfied.

The solicitation expires at noon ET on Nov. 19.

Holders will vote on an extraordinary resolution for each series at meetings scheduled for Nov. 22. The meetings will begin at 4 a.m. ET, starting with the meeting for the 2022 notes, with subsequent meetings for the other series being held successively.

If the extraordinary resolution is approved, the changes are expected to take effect no earlier than Nov. 30 and no later than June 30, 2022.

The lead solicitation agents are Citibroup Global Markets Ltd. (+44 20 7986 8969, liabilitymanagement.europe@citi.com) and J.P. Morgan AG (+44 20 7134 4353, liability_management_EMEA@jpmorgan.com).

BofA Securities Europe SA, Credit Suisse Bank (Europe), SA, Mediobanca – Banca di Credito Finanziario SpA, Deutsche Bank AG and UniCredit Bank AG are the other solicitation agents.

The tabulation agent is Lucid Issuer Services Ltd. (+44 20 7704 0880, autostrade@lucid-is.com, attn.: Arlind Bytyqi).

Rome-based Autostrade per l’Italia constructs and manages toll highways.

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