A revised play for Heathrow: The Public Investment Fund (PIF) and Paris-based equity firm Ardian have reached a revised agreement with Spanish infrastructure company Ferrovial for the acquisition of part of its stake in London’s Heathrow Airport, according to statements from Ferrovial and Ardian (here and here). The revised agreement will see the PIF and Ardian acquire a 37.6% stake in the airport for GBP 3.3 bn (c.USD 4.1 bn).

What we know: Ferrovial has been looking in the past months to divest its entire stake in FGP Topco, the airport’s parent company. Under the revised agreement, the PIF will acquire a 15% stake in FGP Topco, while Ardian will take control of a 22.6% stake, according to the statement. The acquisitions will be executed through separate vehicles. PIF had previously entered a binding agreement with FGP Topco in November to acquire a 10% stake. The previous agreement also included Ardian grabbing a 15% stake, bringing the total value of the agreement at the time to GBP 2.4 bn.

It’s been months in the making, with a major sticking point to resolve: The revised agreement comes after some of FGP Topco shareholders exercised their tag-along rights as they look to offload a 35% stake, according to Ferrovial. The shareholders had demanded that they be bought out to avoid blocking the full sale. The transaction remains subject to the right of first offer and full tag-along rights that could be exercised by other Topco shareholders. It also remains subject to regulatory approval.

SOUND SMART- If a shareholder exercises tag-along rights, the buyer must take their shares at the same price it offered other shareholders — or walk away.

Tags: