Transaction Summary

Closing: March 2017
Issuer: Consorzio Stabile SIS ScpA (“SIS”)
Country: Italy
Sector: Infrastructure
Transaction: Structuring and private placement of Senior Secured Notes
Transaction rationale:
Working capital financing
Size: EUR 61.6m
Tenor: 2 years, callable
Listing: Vienna Stock Exchange
mainSpring role: Sole advisor and arranger
  • Consorzio Stabile SIS S.c.p.A. (“SIS” or the “Issuer”) is an Italian joint venture incorporated by SACYR Construcción SAU (49%) and INC S.p.A. (51%) for the development of infrastructure projects in Italy.
  • The transaction represented a strategic opportunity for SIS to raise funding from the capital markets, in addition to its banking sources. The funds will be used to finance its working capital needs and speed up the execution of a number of projects in their startup phase, thereby improving the company’s profitability.
  • SIS issued Senior Secured Notes (the “Notes”) for a total amount of EUR 61.6m, listed on the Vienna Stock Exchange. The final tenor of the Notes is 2 years, but they are callable at the option of the Issuer, in whole or in part, before the final maturity date.
  • The Notes are secured by the Issuer’s shares and all economic claims in favor of SIS raised against the relevant Italian public companies in connection with the works and activities performed by SIS in the execution of a number of public contracts and concessions.
  • mainSpring acted as the sole advisor and arranger of the transaction, responsible for the structuring of the financing facility and the management of the marketing process and relations with potential investors.
  • mainSpring approached more than 15 institutional market players with different investment profiles to explore their appetite and initial thoughts on the proposed transaction terms and conditions.
  • The key to the transaction’s success was mainSpring’s ability to step into the views of both the Issuer and investors and implement imaginative and effective structuring solutions that allowed for the alignment of both parties’ interests.
  • As an example, the financing facility took the form of listed notes, and the original final maturity date was extended, along with the inclusion of a redemption option for the Issuer.
  • The Notes’ original target size of EUR 47.4m was fully subscribed by two investors at closing. Shortly after, an additional third investor joined one of the initial ones in a EUR 14.2m retap.