Gleiss Lutz advises Atlantia on 750 million Euro funded collar transaction

Gleiss Lutz has advised Atlantia S.p.A. in connection with a funded collar transaction over 5.6 million shares of Hochtief, representing approximately 8 percent of all outstanding shares of Hochtief and approximately 33 percent of Atlantia’s shareholding in Hochtief. The transaction has a total value of 752 million Euro.

In the process of the collar transaction, Atlantia has entered into a stock loan agreement with Goldman Sachs who is selling approximately 4.35 million Hochtief shares to institutional investors via a block trade. Atlantia will thereby remove downside price risk exposure while retaining upside exposure to Hochtief’s share price up to a cap. In the context of the agreement with Goldman Sachs International, Atlantia has entered into a 120 day lock-up commitment as there is no current intention to divest further Hochtief shares. Atlantia, together with Hochtief and its majority shareholder Actividades de Construccion y Servicios S.A. (ACS), acquired a shareholding in Hochtief last year. At the time a Gleiss Lutz-Team headed by Cascante and Hitzer provided legal services to Atlantia in connection with the 32 Euro billion transaction.

Atlantia S.p.A. is a listed, electronic toll collection specialist based in Italy with a current market capitalisation of approximately 18.5 billion Euro. It currently manages 3,100 kilometres of toll motorway in Italy and 262 toll booths, representing approximately 56 percent of Italian motorways.

The following team of Gleiss Lutz lawyers advised Atlantia on the transaction: Dr. Christian Cascante (partner, Frankfurt), Martin Hitzer (partner, Düsseldorf, both corporate/M&A), Dr. Kai Birke (partner, finance, Frankfurt, all lead), Dr. Hilmar Hütten (Düsseldorf), Andrej Popp (Frankfurt, both corporate/M&A), Alexander Gebhardt (finance, Frankfurt).