International Consortium Acquires BAA plc for $24.7B

The world's largest airport operator BAA plc was acquired for $24.7 billion by a consortium formed at the direction of Grupo Ferrovial, S.A. of Spain, Caisse de dépôt et placement du Québec and GIC Special Investments Pte Ltd of Singapore. BAA owns and operates seven UK airports (including London Heathrow, Gatwick and Stansted) and operates 12 international airports including four in the United States, six in Australia, one in Italy and one in Hungary.

The consortium on April 21, 2006 caused Airport Development and Investment Limited to formally launch a UK public offer for the outstanding BAA ordinary shares and convertible bonds. After negotiations with the consortium and a competing bidder, the BAA board of directors recommended acceptance of a revised ADI offer on June 6. Through strategic market purchases representing 27 per cent of the BAA shares, purchases under the revised offers of shares and bonds which began on July 10 and compulsory acquisition processes which are underway, ADI will acquire 100 per cent of BAA's share capital.

The financial advisors to the consortium and ADI in connection with the BAA purchase were Citigroup Global Markets Limited and Macquarie Bank Limited. In addition, HSBC Bank plc acted for Caisse de dépôt.

To facilitate the acquisition of BAA, the consortium negotiated debt facilities in the amount of $15.5 billion from a syndicate of banks, which included Citigroup Global Markets Limited, The Royal Bank of Scotland plc, Banco Santander Central Hispano, S.A., London Branch, HSBC Bank plc, and Calyon Sucursal en Espana. Caisse de dépôt's equity participation in the consortium is 28 per cent, representing a total investment of $2.54 billion, the second-largest ever for Canada's leading institutional fund manager.

Caisse de dépôt's legal team was headed by Robert Côté, vice president legal affairs private equity, assisted by Fasken Martineau DuMoulin LLP's Jim Lisson from London and Daniel Picotte and Robert Paré from Montreal, together with Alain Ranger and Gilles Carli (tax); David Lemieux (debt financing); Catherine Isabelle and Gilles Leclerc (securities) and Pierre-Ētienne Simard (corporate/commercial), all of the Montreal office. This legal team was involved in all aspects of the transaction including the structuring of the consortium private equity arrangements, the completion of consortium and BAA due diligence, the numerous acquisition debt facilities, the lengthy public M&A process, the documentation of a $982 million AIM listing which offered shareholders a continuing indirect interest in BAA, the securing of UK, European and Australian airport, competition, and foreign investment government and regulatory approvals, the negotiation of an agreement with BAA's pension trustees and the undertaking of purchase-related tax planning.

Freshfields Bruckhaus Deringer acted on behalf of Ferrovial and the consortium. The Freshfields team in London included Laurie McFadden, Will Lawes, Farah Ispahani, Karen Fountain, Andrew Hutchings, Sarah Murphy (corporate); Nick Gamble, Marcus Mackenzie, Christopher Davis (debt financing and liability management); Kenneth Dierden (pensions); Roger Berner (tax); in Brussels Alan Ryan (regulatory) and in Madrid John Byrne (corporate).

O'Melveny & Myers LLP acted on behalf of GIC Special Investments Pte Ltd. Chris Ashworth and John Daghlian (corporate) and Matthew Rees (counsel) led the OMM team. Clifford Chance LLP acted on behalf of the banking syndicate with a team in London led by Michael Bates, James Johnson, Steve Curtis and Alan Inglis. Slaughter and May acted on behalf of Citigroup Global Markets Ltd. and Macquarie Bank Limited with a team in London led by David Johnson. The target, BAA plc, was advised by Herbert Smith with a team led by Gareth Roberts and Alex Kay.