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Published on 2/25/2015 in the Prospect News Liability Management Daily.

Atlantia to buy back €1.02 billion of notes in oversubscribed offer

By Susanna Moon

Chicago, Feb. 24 – Atlantia SpA said investors had tendered €1,078,963,000 of notes in the offer to purchase up to €750 million of three series of notes.

The company plans to accept for purchase €1,020,130,000 of the notes, with settlement set for Feb. 27, 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 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.

The company said on Feb. 13 that it began a tender offer to purchase 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 company is tendering for its €1.5 billion 5 5/8% notes due 2016, €1 billion 3 3/8% notes due 2017 and €1 billion 4½% notes due 2019.

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

Pricing will be set 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 company will also pay accrued interest to but excluding the settlement date.

The total purchase amount was originally set at €750 million, with a sub-cap of €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 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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