Funds advised by CVC Capital Partners Limited and Corporación Financiera Alba, S.A. reached an agreement to acquire 20.07% stake in Gas Natural SDG, S.A. from Repsol, S.A. for €3.8 billion.
February 21, 2018
Share
Funds advised by CVC Capital Partners Limited and Corporación Financiera Alba, S.A. (BME:ALB) reached an agreement to acquire 20.07% stake in Gas Natural SDG, S.A. (BME:GAS) from Repsol, S.A. (BME:REP) for €3.8 billion on February 22, 2018. As reported, Repsol will sell 200.9 million shares of Gas Natural SDG at a price of €19 per share. Under the deal, Corporación Financiera Alba will own 5.1% stake in Gas Natural, while CVC will own approximately 15% stake. Closing of the sale of the shares is conditional upon the fulfillment of certain conditions including granting in no more than six months, from the signing of the agreement, of the mandatory authorizations by the competent authorities in Mexico, South Korea, Japan and Germany regarding the concentration transaction that in those market entails the transfer of the shares; the lack of opposition, express or tacit, by the Irish Central Bank regarding the indirect acquisition of a significant stake in the entity Clover Financial & Treasury Services Ltd. in the same period no longer than six months; and the execution by CVC of a shareholders agreement with Criteria Caixa, S.A.U. and GIP III Canary 1 S.à r.l. no later than March 22, 2018 as well as the appointment, no later than the transaction closing date, of 3 people designated by CVC as members of the Board of Gas Natural replacing the three representative that Repsol currently has in the Board of Directors of Gas Natural. As on March 23, 2018, CVC Capital Partners has waived off the condition of signing a shareholder agreement with Criteria Caixa and GIP III Canary 1 Sarl before closing the transaction.
Juan Barona, Cosme Colmenero and Javier Hernandez of Linklaters acted as legal advisors to CVC Capital Partners Limited. Cándido Paz-Ares, Carlos Paredes, Alfonso Gutiérrez, Carlos Franco, Juan Alti and Felipe Carbonell from Uría Menéndez Abogados, S.L.P. acted as the legal advisors for Repsol, S.A. (BME:REP). Pérez-Llorca Abogados, S.L.P. y CÍA, S.Com.P. acted as the legal advisor for CVC Capital Partners Limited. Citigroup Global Markets Limited acted as the financial advisor for CVC Capital Partners Limited. Jaime Velázquez, Samir Azzouzi, Jorge Martín, Patricia Puertas, Rodrigo Uría, Felipe Font, and Roberto Grau from Clifford Chance S.L.P. acted as the legal advisors for Corporación Financiera Alba, S.A. (BME:ALB). Banco Santander, S.A. (BME:SAN) acted as the financial advisor for CVC Capital Partners Limited. J&A Garrigues, S.L.P. acted as legal advisor for CVC Capital Partners. Philip Brown, Amran Hanif and Elliot weston of Hogan Lovells acted as legal advisor to Pantheon. Estudio Beccar Varela and Brigard, Muñoz Tamayo & Asociados Abogados, Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advocados & Urrutia Abogados acted as a legal advisor to the buyers.
Repsol S.A. is one of the largest oil and gas groups in Spain. The activity is organized into four sectors:
- refining and distribution (No. 1 in Spain): 42.1 million tons of crude oil refined in 2022 and 25.5 million tons of oil products sold (kerosene, gasoline, fuel oil, gas liquefied petroleum gas, etc.). At the end of 2022, the group operated 6 refineries located in Spain (5) and Peru and a network of 4,651 service stations located in Spain (3,304), Peru (567), Portugal (515) and Mexico (265). Repsol S.A. also sells lubricants, aviation fuels, bitumen and specialty products (7,261 Kt sold in 2022), liquefied petroleum gas (1,207 Kt sold) and petrochemicals (2.5 Mt of products sold);
- production of electricity and distribution of natural gas: 8,734 Gwh of electricity generated from renewables energy and 1,650 Gwh of gas sold in 2022;
- liquefaction, transportation and regasification of natural gas;
- exploration and production of oil and natural gas: 550,000 barrels of hydrocarbons produced per day in 2022.
Net sales are distributed geographically as follows: Spain (57.9%), Peru (7.2%), the United States (5.7%), Portugal (4.6%), and other (24.6%).
Funds advised by CVC Capital Partners Limited and Corporación Financiera Alba, S.A. reached an agreement to acquire 20.07% stake in Gas Natural SDG, S.A. from Repsol, S.A. for €3.8 billion.
REPSOL S.A. 
