Start there new era of Atlantia, substantially ratified by theextraordinary assembly of yesterday. On the one hand, a new statute celebrating the loss of its status as a listed company, following the delisting that took place on 9 December. On the other hand, the new board positions e sorted out debt assets. While it stands out the absence one more CEO.
The two Holdco shareholders (Scheme forty-two), the vehicle in which the main shareholder is present Edition, the American fund Blackstone , Crt Foundation and Schema Alfa SpA («Bidco», wholly owned by «HoldCo») which together hold 100% of Atlantia's share capital.
Atlantia board of directors: 11 members in office until 2025
The assembly appointed the new Board of Directors who will remain in office until the approval of the financial statements for the year 2025 and that is 11 components: Edition has placed its managers, such as Enrico Laghi (current CEO of the Treviso holding), Ermanno Boffa, husband of Sabrina Benetton, daughter of Gilberto (also on the board of the holding), Mattia Brentari (investment manager), Christian Coco (investment director resisting from the old board), Andrea Pezzangora (head of legal and corporate affairs). Blackstone instead it chose Jonathan Kelly (head of infrastructure), Scott Schultz (also an infrastructure expert) and Andrea Valeri, the latter chairman of the American private equity in Italy.
Massolo Chairman, Benetton Deputy, Ceccarini Cfo. Ad is missing
Giampiero Massolo was confirmed as president, as expected, while the novelty concerns the appointment as vice president for Alessandro Benetton, number one of Edition. Massolo have also been confirmed management delegations, waiting to find a square on the new one CEO. For the latter, the name on which there may be a agreement in view of the presentation of new strategic lines at the end March, is that of André Rogowski, CFO of the Spanish Abertis Infrastructures. The former CEO of Atlantia, Charles Bertazzo, instead he will remain a director of the subsidiaries Abertis and Getlink for the time being. The Council also confirmed Tiziano Ceccarani Chief Financial Officer of the Company, also appointing him manager responsible for preparing the corporate accounting documents.
Also new supervisory board, composed of the mayors Riccardo Michelutti, as president, Benedetta Navarra and Graziano Visentin.
Intercompany loan for 8,225 billion, to reduce financial charges
The extraordinary assembly then licensed an operation of intercompany financing through which “HoldCo” will receive a loan from Atlantia for one maximum amount of 8,225 billion euros. This transaction will allow "HoldCo" to immediately repay the bridge loan of 8,225 billion euro contracted last November 2022 to finance part of the consideration for the tender offer promoted by "HoldCo" through "BidCo". The transaction, the economic terms of which were assessed by the independent financial advisor Equita and carried out at market conditions, says a press release from the company, will allow reduction of financial charges of Group. Atlantia expects that the intercompany loan will be repaid as a result of the trilateral merger waiting in first semester 2023. The merger will determine the incorporation of “HoldCo” and “BidCo” into Atlantia.
The long road towards delisting from Piazza Affari
THEexit from Piazza Affari saw a complex process that began after the summer and ended in fact just before Christmas with the extra time agreed to complete the takeover bid, which then concluded with the resignation of the old Board of Directors. As a result of the takeover bid, Schema 42 is the HoldCo that owns 100% of BidCo Schema Alfa. The first capitalized the second in two shareholders' meetings on 14 November, paying it 4,7 billion euros collected by Blackstone and Crt (which reinvested a part of its proceeds from Atlantia shares in the takeover bid, about 4%) then in turn paid 7 billion euros in capital funding from 22 banks. A total of 11,7 billion of liquidity used to finance the tender offer in the first tranche, the one that stopped at 11% on 87,3 November. Edizione instead contributed its 42% to Schema 33,1, i.e. the shares already held in Atlantia with a nominal value of 2,9 billion, and a market value of 6,6 billion. At the end of the operation Atlantia found itself divided with 57% for Edizione (via Sintonia), 37,8% for Blackstone, 5,2% for Fondazione Crt.
