Capital/Financing Update • Jul 25, 2022
Capital/Financing Update
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Comunicato Stampa
Roma, 25 luglio 2022. L'agenzia di credit rating S&P ha migliorato da "BB" a "BB+", con outlook stabile, il rating assegnato ad Atlantia. Contestualmente, S&P ha migliorato il rating di Aeroporti di Roma (ADR) da BBB- a BBB con outlook stabile.
In allegato la nota completa dell'agenzia di rating.
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Research Update:
July 25, 2022
Stefania Belisario Madrid +34 91 423 3193 stefania.belisario @spglobal.com
Pablo F Lutereau Madrid + 34 (914) 233204 pablo.lutereau @spglobal.com
Milan + 39 0272111215 renato.panichi @spglobal.com
differential we reflect in our rating on AdR.
The ASPI disposal completed in early May lifted the liquidity risks stemming from the ASPI concession and we see limited legacy risk. Atlantia's disposal of its entire stake in ASPI (88%), for €8.2 billion, settles the dispute with the grantor on the ASPI concession started in the aftermath of Genoa bridge collapse on Aug. 14, 2018. It also relieves the liquidity risk stemming from a potential termination of the ASPI concession. Following the settlement, we believe legacy risks from civil and criminal investigations on Atlantia are limited. While criminal investigations continue on specific individuals, in March 2022, ASPI settled claims under law 231/2001 for €29 million, well below the maximum risk-sharing indemnification agreed by Atlantia in the disposal agreement with CDP-led consortium. In our view, this limits the risk of large indemnification payments by Atlantia (see "Autostrade per I'Italia SpA Upgraded To 'BBB-' Following Completion Of Change Of Control; Outlook Positive," published on June 7 2022 and "Atlantia, ASPI, And Aeroporti di Roma Upgraded By One Notch On Approved Sale of ASPI; Outlook Positive," published on June 22, 2021). The disposal has also removed any financing ties between Atlantia and ASPI, as expected, which could have extended a liquidity risk to Atlantia's debt in case the ASPI concession termination.
Our view of Atlantia's business is supported by the strong quality of the infrastructure assets in its portfolio, albeit constrained by the large minorities within the group, particularly its 50% stake in Abertis. Following the ASPI disposal, we expect global toll road operator Abertis to contribute to 80% of Atlantia's full consolidated adjusted EBITDA, reducing toward 70%-75% in 2024-2025 on the back of anticipated air passenger traffic recovery. Our business assessment for Atlantia does not factor in the full strengths of Abertis portfolio since Atlantia's access to Abertis' cash flow is limited to a 50% plus one share, and the governance in place grants veto power to ACS/Hochtief on reserved matters such as acquisitions and dividend distributions. The business risk assessment is also weakened by the fact that within Atlantia's portfolio, the overseas toll road network faces some concession maturity, with the expiry in 2023 of Los Lagos (fully owned subsidiary in Chile) and Triangulo do Sol (50% plus one share owned in Brazil), which contributed to about €80 million EBITDA in 2021. At the same time, we consider the settlement of the long-lasting dispute on the ASPI concession as improving Atlantia's operating environment and we understand the company remains focused on consolidating its position as a global infrastructure company. This underpins our view of its business strengths, while we consider mobility services provided by Telepass and recently acquired Yunex as ancillary to the core business. Being a holding company, our assessment of Atlantia's business relies on the quality of the assets in its portfolio, the largest ones being Abertis, followed by AdR (almost 100% owned) and overseas toll road operators Grupo Costanera in Chile and Brazilian AB Concessoes (both 50% owned).
In case Atlantia pursued new significant investments, directly or through its subsidiaries, we would assess how they are financed as well as their implication on Atlantia's business risk profile.
We now proportionally consolidate Abertis' figures in Atlantia's credit metrics to better reflect the presence of a large minority shareholder in its largest subsidiary and potentially capture future additional debt or acquisitions by Atlantia. In our view, Abertis' proportional consolidation into Atlantia's metrics better represents Atlantia's credit quality, particularly if additional debt is raised at the holding company level or new assets are acquired outside Abertis'
As long as these events do not materialize, we don't expect any significant deviation between full consolidation and proportionate consolidation (about 9.3%-9.5% FFO to debt in 2021). Nevertheless, given Abertis' large amount of debt (about €25 billion S&P Global Ratings-adjusted debt in 2021), we expect proportionate consolidation could result in 0.5%-1.0% stronger metrics over the next few years based on expected traffic recovery at Atlantia's airports. As part of this revised approach, we no longer extend the intermediate equity content of Abertis' €2 billion hybrid notes to Atlantia's consolidated credit metrics. While a deferred coupon payment on Abertis' hybrids could preserve cash at Abertis, potentially reducing the need of shareholder support, this would not be credit supportive for Atlantia which, following the ASPI disposal, strongly relies on Abertis' dividends to service its debt. The deferral of a coupon would indeed trigger a dividend stopper at Abertis. Furthermore, the balanced governance in place with ACS/Hochtief could restrict potential support to Atlantia, in case of a financial stress, as reflected in our delinking the rating on Abertis from that on Atlantia.
shareholders. As per Edizione's and BIP's announcement, the offer, which is for a maximum of €12.7 billion, will be funded through equity by BIP (€4.5 billion) and bank debt (€8.2 billion). If successful, the transaction would absorb ASPI proceeds as these would be used to repay the bridge-to-cash facility raised by the acquisition vehicle. We see the transaction as credit negative as it will absorb ASPI proceeds without replacing ASPI's cash flow generation, reducing Atlantia's financial flexibility and most likely requiring equity support from its shareholders, should it pursue significant new investments. Under these terms, and by using a proportionate consolidation of Abertis forecasts, we expect Atlantia's FFO to debt to remain at 10%-11% in 2022-2023. The improvement compared to 2021 ratios mainly reflects expected recovery at Atlantia's airports and doesn't include the impact of any additional debt or new acquisitions by Atlantia, on which we don't currently have visibility. The offer is subject to, among other conditions, a 90% acceptance and is intended to de-list Atlantia. Edizione indirectly owns a 33% stake in Atlantia, through its fully owned subsidiary Sintonia, followed by Singapore's sovereign wealth fund GIC (8.29%) and Fondazione Cassa di Risparmio di Torino (about 4.5%), with the remaining as free float (53%).
If successful, we will analyze the final terms of the offer to confirm the impact on Atlantia's credit metrics as well as the supportiveness of the governance and financial policy announced by the potential new shareholders. In particular, we will assess the final terms of the offer to confirm that the equity contributions announced as part of the transaction (about €4.5 billion) will be injected as cash and will not constitute additional debt under our methodology. Otherwise, this could reduce FFO to debt toward 8%, which would not be commensurate with the current rating. We will also assess the terms of the governance to confirm that Edizione's majority stake wouldn't constrain our view of Atlantia's credit quality. For now, we understand Edizione and BIP intend to implement balanced governance on Atlantia, with certain veto powers on strategic decisions that could protect Atlantia from potential negative influence by its largest shareholder. With respect to financial policy, we understand it is intended to support an investment-grade rating on Atlantia. Considering the presence of large minorities within the group (in addition to Abertis' 50% plus one share ownership, overseas toll road operators Grupo Costanera in Chile, and AB Concessoes in Brazil are both 50% owned), we would consider FFO to debt at 13% as commensurate with an investment-grade rating on Atlantia. This is higher than the trigger on Abertis (9% to maintain a 'BBB-' rating) as most of Atlantia's consolidated assets are exposed to cash flow leakages due to the presence of large minorities. Future credit metrics will also hinge on Atlantia's investment
strategy and dividend distributions decided by the potential new shareholders. In our base case, we assume about €0.9 billion-€1.1 billion dividend distributions per year, including dividends paid to minorities. We understand that Edizione and GIP announced their intention to support Atlantia and its subsidiaries to extend the concession life of their portfolios and we will need to analyze how this will be financed by the new shareholders and how it would impact our credit metrics and view of the business risk profile.
We continue to rate AdR two notches above Atlantia. As a result, we have raised our issuer and issue rating on AdR by one notch to 'BBB' and revised our outlook to stable from positive. The two-notch insulation reflects our opinion that, despite AdR being almost fully owned, the regulatory oversight exercised by the grantor, and certain covenants in the concession agreement and loan financing, protect the company from potential negative intervention by its shareholder.
The stable outlook on Atlantia reflects our expectation that the company will continue to generate cash flows from stable infrastructure assets and will replace expiring concessions within its subsidiaries with assets having solid asset quality.
We expect the group will be able to generate FFO to debt of 10%-11% in 2022-2023 if the tender offer announced by Edizione and BIP is successful and absorbs ASPI proceeds. These metrics are based on Abertis' proportionate consolidation.
The outlook on AdR is linked to that on its parent Atlantia, given the current two-notch differential we reflect in our rating on AdR.
We could take a negative rating action if we expect that the company won't be able to maintain FFO to debt comfortably above 9%.
Considering the tender offer, this could happen if the transaction includes more debt than we currently assume or if under our methodology we were to consider Blackstone equity injections as debt.
We could also take a negative rating action if Edizione's majority stake were to constrain our view of Atlantia's credit quality and this were not mitigated by the terms of the governance implemented by the new potential shareholders.
We could raise our issuer credit rating on Atlantia by one notch if the company strengthens its FFO to debt to 13%.
We don't expect this to materialize in 2022-2023, based on our forecasts for Abertis, our expected traffic recovery on airports, and some expiring concessions in Brazil and Chile.
If Atlantia pursues new significant investments, directly or through its subsidiaries, we would assess how they are financed as well as their implication on Atlantia's business risk profile.
We don't expect a positive rating action to lead us to raise the issue rating on Atlantia, given the structural subordination of Atlantia's debt to the large amount of debt within its subsidiaries.
Atlantia is the Italy-based holding company of a global infrastructure network, with €6.4 billion consolidated reported revenues in 2021. The company disposed of its 88% stake in Italian toll road operator ASPI (about 32% of total EBITDA in 2019), as part of a settlement finalized with the grantor on May 5, 2022, following the collapse of the Genoa bridge on Aug. 14, 2018.
Atlantia holds 50% plus one share of toll road operator Abertis (about 80% of total EBITDA in 2021 under Atlantia's consolidated reported figures), which operates about 9,000 kilometers of toll roads globally; 99.4% of Italian airport operator AdR (about 6% of total EBITDA in 2021); a number of overseas motorways in Brazil and Chile (both 50% plus one share owned), and Poland (61.2% owned), and Groups Aéroports de la Côte d'Azur (ACA) in France; and 51% of Telepass.
Atlantia's minority interests include a 15.5% stake in Getlink, which operates and manages the Eurotunnel between France and the U.K.; a 14.5% stake into Hochtief, acquired in 2018; and a 29% stake in Aeroporto di Bologna.
Pending visibility on the acceptance of the tender offer launched, Atlantia is a listed company (53% free float), approximately 33% owned by Sintonia (Edizione), while other stakes are held by Singapore's sovereign wealth fund GIC (8.29%) and Fondazione Cassa di Risparmio di Torino (about 4.5%).
| --Fiscal year ended Dec. 31-- | ||||||
|---|---|---|---|---|---|---|
| 2019a | 2020a | 2021e | 2022f | 2023f | 2024f | |
| (Bil. €) | ||||||
| Revenues | 11.9 | 8.7 | 4.0-4.1 | 4.1-4.3 | 5.0-5.1 | 5.3-5.4 |
| EBITDA | 8.3 | 5.5 | 2.5-2.6 | 2.7-2.8 | 3.0-3.1 | 3.3-3.4 |
| Funds from operations (FFO) | 5.6 | 4.1 | 1.7-1.8 | 1.8-1.9 | 2.0-2.1 | 2.3-2.4 |
| EBITDA margin (%) | 69.9 | 63.1 | 62.0-63.0 | 63.0-64.0 | 60.0-61.0 | 61.0-62.0 |
| Capital expenditure | 1.8 | 1.5 | 0.7 | 0.8-0.9 | 1.0-1.1 | 0.9-1.0 |
| Dividends | 1.2 | 0.1 | 0.3 | 0.8-0.9 | 1.0-1.1 | 1.0-1.1 |
| Debt | 42.6 | 46.2 | 18.6-18.7 | 18.0-19.0 | 17.0-18.0 | 16.5-17.5 |
| FFO to debt (%) | 13.2 | 8.8 | 9.3-9.5 | 9.5-10.5 | 11.0-12.0 | 13.0-14.0 |
| Debt to EBITDA (x) | 5.1 | 8.4 | 7.0-7.5 | 7.0 | 6.0 | 5.0 |
*All figures adjusted by S&P Global Ratings. a--Actual. e--Estimate. f--Forecast. 2021-2024 based on Abertis' proportionate consolidation.
We assess Atlantia's liquidity on a stand-alone basis, to reflect its reliance on dividend distributions from its subsidiaries to meet liquidity needs.
We have revised our liquidity assessment to adequate to reflect that the ASPI disposal has dissipated the risk of a liquidity event on Atlantia's debt, that financing ties on ASPI debt have been removed, and €8.2 billion proceeds have been received. We expect proceeds to be used in the future and that the abundant sources of liquidity could cover uses by more than 1.5x over the 12 months to end-March 2023. Nevertheless, we assess liquidity as adequate, given that dividends paid by subsidiaries may fluctuate over time and that the company doesn't have a track record of ensuring continued strong liquidity.
We estimate the following principal liquidity sources on Atlantia holding company for the 12 months to March 31, 2023:
We anticipate the following principal liquidity uses over the same period:
Neutral FFO at Atlantia, as per management information;
No debt repayment due by Atlantia (the next maturity is €750 million term loan due in the third quarter 2023);
Pending visibility on the acceptance of the tender offer launched, we are not reflecting the transaction in our liquidity analysis.
In our view, the ASPI disposal removes the ramification risks that a termination of the concession could have triggered on Atlantia, including liquidity risk. In our view, social factors now have a moderately negative influence (S-3) on our credit rating analysis on Atlantia, compared to a negative influence previously (S-4), as we see legacy risk as limited, from a financial perspective. Nevertheless, we will monitor that no unexpected payments or indemnification become due.
Governance factors remain a moderately negative consideration in our credit analysis, due to the short track record since the company revised its internal governance and risk management procedures.
--Recovery expectations: 50%-90% (rounded estimate: 55%)
Note: All debt amounts include six months of prepetition interest.
Issuer credit rating: BB+/Stable/B
Financial risk: Significant
Anchor: bbb-
Stand-alone credit profile: bb+
Aeroporti di Roma
Issuer Credit Rating: BBB/Stable/A-2
Stand-alone credit profile: a-
Group credit profile: bb+
Entity status within the group: Partially insulated from Atlantia (+2 notches)
| To | From | ||
|---|---|---|---|
| Atlantia SpA | |||
| Issuer Credit Rating | BB+/Stable/B | BB/Positive/B | |
| Senior Unsecured | BB+ | BB | |
| Recovery Rating | 3(55%) | 3(65%) | |
| Aeroporti di Roma SpA | |||
| Issuer Credit Rating | BBB/Stable/A-2 BBB-/Positive/A-3 | ||
| Senior Unsecured | BBB | BBB |
Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. Please see Ratings Criteria at www.standardandpoors.com for further information. A description of each of S&P Global Ratings' rating categories is contained in "S&P Global Ratings Definitions" at https://www.standardandpoors.com/en_US/web/guest/article/-/view/sourceId/504352 Complete ratings information is available to subscribers of RatingsDirect at www.capitaliq.com. All ratings affected by this rating action can be found on S&P Global Ratings' public website at www.standardandpoors.com. Use the Ratings search box located in the left column. Alternatively, call one of the following S&P Global Ratings numbers: Client Support Europe (44) 20-7176-7176; London Press Office (44) 20-7176-3605; Paris (33) 1-4420-6708; Frankfurt (49) 69-33-999-225; or Stockholm (46) 8-440-5914
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