Italgas, from Cdp 260 million for the 2i Rete Gas transaction

Italgas is working to reach an agreement with F2i and submit a binding offer for 100% of 2i Rete Gas, the second-largest gas distribution operator owned 63.9% by the fund chaired by Renato Ravanelli and the remaining 36.1% by Ardian and Apg Asset Management through the vehicle Finavias. The group led by Paolo Gallo has been engaged for months in the due diligence on the numbers of the company (2,226 municipalities served and just under 4.9 million end customers), which closed its 2023 financial statements with a profit of 182 million and an ebitda of 551 million and has a debt of 3.25 billion euros.

A final figure under the binding offer, which, barring twists and turns, is expected in the coming weeks, is not yet there. Because the parties have not yet reached an agreement on the premium to be applied to 2i Rete Gas's Rab, i.e. the net invested capital recognised for regulatory purposes, a crucial factor in defining the value of a company working exclusively on a regulated business. The Rab in 2023 of the company owned by F2i Sgr and Finavias is around EUR 4.9 billion and the premium, which the negotiations will have to identify, should bring the overall value of the offer, in any case, above EUR 5 billion.

A commitment that Italgas, as top management has repeatedly clarified in recent months, will meet by resorting to a bridge loan, guaranteed by Jp Morgan, the refinancing of which may take place through a combination of equity, debt or 'equity like' instruments, with the aim of maintaining Italgas' current rating profile. This puzzle is still being defined, but there is already some certainty, namely that the operation will bring with it a capital increase, the final amount of which will naturally be fixed if Italgas's binding offer is accepted, but which should be around EUR 1 billion, according to the first simulations made by those working on the deal.

The recapitalisation will obviously involve the various players revolving around the Italgas shareholding structure, starting with Cdp Reti, the vehicle into which Cassa has contributed its energy infrastructure holdings and which holds 25.99% of the group. Italgas's other known shareholders are Snam (which has 13.5% of the shares but is bound by a shareholders' agreement with Cdp Reti itself), Lazard with 9.7%, Romano Minozzi with 4.2%, Crédit Agricole with 3.5%, Blackrock with 3.7% and Banca D'Italia with 1.4%.

Cdp Reti has already made it clear that it will ensure its support for the operation, and its commitment will obviously be pro-rata with respect to the possible recapitalisation, for an outlay that could amount to about EUR 260 million, of which, however, it must be said, only about EUR 153 million will be borne by Cassa. The rest, in fact, will have to be disbursed by the other shareholders of Cdp Reti, primarily the Chinese State Grid Europe Limited, who hold 35% of Cassa's vehicle and who, it should be noted, also sit on the board of directors of Italgas with the electrical engineer Qinjing Shen, chief representative for State Grid in Italy and also on the boards of Snam and Cdp Reti.