Atlantia: Fitch conferma il rating di Atlantia e ADR, ma rivede l'outlook a negativo. Rating e outlook di Abertis confermati

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ATLANTIA: FITCH CONFERMA IL RATING DI ATLANTIA E ADR, MA RIVEDE L'OUTLOOK A NEGATIVO. RATING E OUTLOOK DI ABERTIS CONFERMATI

Roma, 26 aprile 2022. L'agenzia di credit rating Fitch ha confermato il rating "BB" di Atlantia e ha rivisto l'outlook a negativo. Contestualmente, Fitch ha confermato il rating "BBB-" di Aeroporti di Roma (ADR) rivedendone l'outlook a negativo. Il rating "BBB" di Abertis con outlook negativo è confermato.

In allegato la nota completa dell'agenzia di rating.

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RATING ACTION COMMENTARY

Fitch Af�rms Atlantia, Abertis, AdR Ratings; Outlooks Negative

Tue 26 Apr, 2022 - 9:11 AM ET

Fitch Ratings - Milan - 26 Apr 2022: Fitch Ratings has af�rmed Atlantia SpA's EUR10 billion euro medium-term note (EMTN) programme's senior unsecured rating of 'BB' and Aeroporti di Roma SpA's (AdR) Long-Term Issuer Default Rating (IDR) of 'BBB-' and removed the ratings from Rating Watch Positive (RWP). Fitch has also af�rmed Abertis Infraestructuras S.A.'s (Abertis) 'BBB' Long-Term IDR. All Outlooks are Negative.

A full list of rating actions is at the end of this commentary.

RATING RATIONALE

Atlantia

The rating action follows the recently-announced intention of Atlantia's controlling shareholder to launch a voluntary tender offer of the company's shares (VTO), and to use the cash proceeds from the imminent disposal of its main Italian toll road business to repay the acquisition debt.

The rating is af�rmed at 'BB' as, under a scenario of full acceptance of the VTO, Fitch sees the group's metrics as consistent with a 'BB+' conso/'BB' Holding company ratings.

The Negative Outlook considers the lack of visibility on how the group will fund the planned growth once the cash from the Autostrade per l'Italia SpA (ASPI) disposal is used for the VTO.

The Negative Outlook also considers the uncertainties about Abertis's governance given the evolution of the relationship between Atlantia shareholders and Actividades de Construcción y Servicios, S.A. (ACS) group. In this respect, the VTO is a response to a possible takeover of Atlantia from ACS.

Abertis

Abertis's 'BBB' rating re�ects the geographically diversi�ed portfolio of core and mature assets and the relatively high leverage pro�le in the context of a weighted average life of its portfolio of around 12 years.

The rating - which re�ects the standalone credit pro�le of the Spanish-based toll road group - remains commensurate with the maximum two-notch distance from the Atlantia group credit pro�le. This is premised on the open ring-fencing features of Abertis debt documentation and insulated access and control of Abertis shareholder's agreement. Fitch is following the Stronger Subsidiary path under the Parent and Subsidiary Linkage Rating Criteria.

The Outlook on Abertis is Negative as current and expected group leverage is high and above 6x until 2023 in the Fitch Rating Case (FRC). Traf�c is recovering (the 2021 actual level was 5% below the 2019 level, the 1Q22 level was 2% above 1Q19), but the slowdown in GDP growth compared to last year's expectations is creating uncertainties about medium-term traf�c evolution. There is also low visibility on the dividend policy from 2023. As discussed above on Atlantia, the VTO could also add uncertainties to the governance of the group.

AdR

The 'BBB-' rating on AdR considers its strong linkages with Atlantia and the latter's consolidated credit pro�le of 'BB+' given the porous ring-fencing features of AdR concession agreement and open access and control. Atlantia has substantially full ownership and operational control of AdR and governs its �nancial and dividends policy. Nonetheless, the 'BBB-' rating on AdR considers also the limited insulation of the Rome-based airport from Atlantia, resulting in the IDR being one notch above Atlantia's 'BB+' consolidated rating.

AdR's debt has no material ring-fencing features although the airport concession agreement provides some moderate protection against material re-leveraging of the asset. The Negative Outlook on the entity re�ects the corresponding outlook on

Atlantia Group.

ASPI

We have not taken action on ASPI's 'BB+'/RWP IDR. ASPI still remains part of Atlantia group but we view its credit quality is still commensurate with a 'BB+'/RWP rating as all the conditions precedent to its sale to a CDP-led consortium of investors have been complied with and the disposal is scheduled for 5 May 2022.

KEY RATING DRIVERS

VTO on Atlantia Shares

On 14 April a newly created SPV (BidCo) launched a EUR12.7 billion tender offer aimed at acquiring all of the outstanding ordinary shares of Atlantia, other than the shares already held by Sintonia SpA (Sintonia) in Atlantia. BidCo is backed by Sintonia and funds managed by Blackstone (BIP) via an intermediate holding company (HoldCo).

The offer aims to delist Atlantia shares from Milan stock exchange and, we believe, ultimately proceed with a merger or reverse merger so that ATL/BidCo/HoldCo will be become the only entity, and Sintonia and BIP will hold direct stakes in the entity resulting from the merger or reverse merger.

The success of BidCo's VTO is conditional on certain conditions including achieving a number of shares tendered to the offer exceeding 90% of Atlantia's share capital (threshold condition). However, BidCo has stated that it could waive the threshold condition and proceed in any case with the delisting by a merger of Atlantia into BidCo.

The VTO is the latest development over the ownership of Atlantia. In March 2022, ACS had approached Sintonia on a possible deal with international �nancial investors, ultimately aiming to break up the Italian infrastructure group. On 7 April Sintonia declined the offer in light of its strategic orientation, aiming to preserve the integrity of the Atlantia group and give further impetus to its activities. While still possible, we believe Sintonia's existing 33% stake in Atlantia reduces the chances of a rival offer (including the one from ACS).

VTO Funding and Implications for Atlantia Creditors

BidCo will meet the �nancial commitment to honour the VTO by a mix of equity/shareholder loans by BIP and debt injected at HoldCo level from a pool of �nancing banks which have already provided a commitment letter for up to EUR8.2 billion. The debt will be largely taken out via extraordinary distributions from Atlantia or merger involving BidCo/HoldcCo and Atlantia, which will soon be cash rich after the imminent disposal of ASPI's stake.

According to our preliminary calculations, and assuming 100% acceptance, group leverage post- transaction will peak in 2022 above 8x under the FRC. Organic growth will sustain a progressive deleverage in 2023-2024, but net debt/EBITDA will remain sustainably above 7x under the FRC.

We view the transaction as being credit negative as it ultimately results in a swap of ASPI's resilient and sizeable cash �ow generation with a return of capital to shareholders only. That leaves Atlantia's existing creditors with a reduced pool of assets and cash �ow to rely on to service debt. There is also low visibility as to how shareholders will want to address Atlantia's investment and �nancial policies.

Shareholder Agreement

BidCo is ultimately owned by Sintonia/BIP which entered into a shareholder agreement to govern Atlantia. In essence, Sintonia will control Atlantia, although this is limited to ordinary matters and as long as changes to the to-be-agreed �ve-year business plan are within a certain threshold.

Sintonia will appoint Atlantia's chairman, vice-chairman and CEO and will have control on Atlantia's board. However, BIP's approval will also be required for several matters, including changes in the �nancial and investment policy, M&As, �nancing agreements, regulatory interactions, ESG policies and related party transactions.

Sintonia and BIP have agreed an investment policy to guide Atlantia's growth strategy. The focus is both on acquiring new projects and companies and on preserving the existing group asset base through concession extension. Initiatives could be funded with a mix of internally generated cash, additional debt and new equity injections from shareholders, depending on the value of the transaction. However, there is no visibility on how this policy will affect the group credit pro�le.

The parties have also de�ned a �nancial policy for Atlantia. The aim is to achieve, as soon as possible, investment grade metrics for Atlantia and group subsidiaries, although the agreement does not provide visibility as to how shareholder will achieve the target. The agreement lacks detailed references to a dividend policy for Atlantia Holding company and its subsidiaries.

Rating Approach

We assess Atlantia based on its consolidated credit pro�le. This approach considers Atlantia's majority stakes in other subsidiaries, operational control, as well as limited restrictions on subsidiaries' debt. The consolidated approach also considers Atlantia's

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