Bankinter | The Government has taken advantage of the operation of purchase of Global Infrastructure Partners (GIP) by BlackRock, to raise again a series of shields on the company. In January this year, BlackRock, the largest private equity fund manager in the world, announced an agreement to buy GIP, which has been a shareholder of Naturgy since 2016.
As a result, BlackRock has become the indirect holder of 20.641% of its capital. In order to authorise this transaction, the government, by virtue of its power under foreign investment regulations, has imposed a number of conditions on BlackRock.
Among them, that it will not promote the delisting of Naturgy for at least three years from the closing of the purchase of GIP. BlackRock has also assumed another series of commitments, for a period of five years, such as maintaining a significant part of the group’s workforce in Spain.
The management company will also maintain the registered office and the effective headquarters of the management and direction of the business in Spain, a prudent dividend policy, and an external debt commitment aimed at maintaining Naturgy’s investment grade credit rating and allowing the debt ratios of its regulated subsidiaries in Spain to be no higher than those recommended by the National Commission for Markets and Competition (CNMC).
BlackRock is also committed to “support Naturgy’s investment in projects linked to the energy transition in Spain that contribute to generating long-term value, are sustainable and meet market standards in terms of profitability and risk profile”. In addition, it may not submit divestment proposals (other than those reflected in the strategic plan) to the board or the general meeting “that entail a loss of control of the subsidiaries that could jeopardise the proper functioning of the transmission and distribution of electricity and natural gas in Spain”.
Opinion of Bankinter’s research team: BlackRock is assuming part of the commitments made by GIP when it entered Naturgy in 2016. In addition to GIP, with 20.6%, the shareholders include Criteria (the holding company of La Caixa) with 26.7%, the CVC-March alliance (20.7%) and IFM (16%). In fact, at a time when corporate movements are expected in Naturgy, these conditions are a warning to potential buyers. Both CVC and GIP had stated that they were open to consider selling their stakes in Naturgy after several years in the shareholding. These transactions will be more difficult with these conditions, especially the “golden parachute” of permanence on the stock exchange.
