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Ferrovial selling Heathrow stake for £2.37 billion
Ardian and Saudi Public Investment Fund to acquire Spanish firm’s entire 25% holding
Michael Marray 6 Dec 2023

Spanish infrastructure giant Ferrovial has agreed to sell its entire 25% stake in London's Heathrow Airport, in one of the biggest M&A deals in the global airport sector in years.

The stake in FGP Topco, parent company of Heathrow Airport Holdings Ltd, is being sold for £2.37 billion (US$3 billion). The agreement has been reached with two different buyers,

French private equity group Ardian will acquire Ferrovial’s 15% stake while the Public Investment Fund of Saudi Arabia will buy the remaining 10%, using separate vehicles.

At present, the shareholders are Ferrovial (25%), Qatar Investment Authority (20%), Caisse de depot et placement du Quebec (CDPQ, 12.62%), GIC (11.2%), Australian Retirement Trust (11.18%), China Investment Corporation (10%), and Universities Superannuation Scheme (USS, 10%).

Ferrovial was advised by Allen & Overy. The transaction is subject to complying with right of first offer and full tag-along rights, which may be exercised by the other FGP Topco shareholders pursuant to the shareholders’ agreement and the articles of association of the company.

Tag-along rights, or co-sale rights, are designed to safeguard minority shareholders by letting them participate in a company's sale, matching the terms of majority shareholders. However, there is no indication that other shareholders want to reduce their stakes. 

Taking the equity valuation, and adding in net debt, the deal puts an enterprise value of £26 billion on Heathrow, which is subject to financial regulation by the Civil Aviation Authority and the Competition and Markets Authority.

Ferrovial has at times had strained relations with the UK regulators. The company acquired British Airports Authority (BAA) in 2006, which at the time also owned the Stansted and Gatwick airports, both serving London. BAA was subsequently required by regulators to sell Gatwick and Stansted.

During its 17 years of ownership, Ferrovial oversaw investments totalling over £12 billion, including the delivery of Terminal 5, and the construction and opening of Terminal 2.

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