Repsol

Acquisition of Unión Fenosa

On 11 February 2009, the Comisión Nacional de la Competencia (CNC) authorised Gas Natural SDG to acquire Unión Fenosa, S.A. subject to the commitments presented, which included the divestment of 600,000 gas distribution points and approximately 600,000 customers connected to these networks, 2,000 MW of generation with combined cycles already working in Spain, and holdings in Enagás, and others relating to the corporative governance of Cepsa and Unión Fenosa Gas Comercializadora. These divestments are consistent with its expected operating structure and enable the maintenance of the model of convergence of gas and electricity which Gas Natural SDG has achieved with the integration of Unión Fenosa.

The finalisation of the merger in September 2009 was the culmination of the acquisition process begun in July 2008 and attainment of the goal of integrating gas and electricity businesses in a company with extensive experience in the energy industry, able to compete efficiently in markets subject to a process of increasing integration, globalisation and increased competition.

After the transaction, the new energy group is present in 23 countries, has over 20 million customers and installed power of 17,861 MW, of which 7,322 MW are combined cycles in Spain, and 4,057 MW abroad.

Funding of the transaction 

In early April 2009, Gas Natural SDG closed the syndication of the an 18.26 billion euro loan to finance the transaction and to refinance part of the current debt of Gas Natural SDG and Unión Fenosa with 27 participant institutions. At present, there are 53 participant institutions.

At the same time, to ensure a sound and flexible financial structure, Gas Natural SDG carried out a capital enlargement of 3.502 billion Euros in March 2009 which was totally subscribed and paid up.

To optimise the financial structure and calendar of expiry dates, Gas Natural SDG closed in June and October 2009, and in January 2010, various bond issues on the Euromarket totalling 6.95 billion Euros.

Thus, the application of the net amount of the capital increase, together with the level of acceptance of the Public Tender Offer below 100% (788 million euro) and the amounts amortised by the equivalent amounts of the sales of assets and bond issues in 2009 (4.75 billion Euros) reduced the initial loan to 7.51 billion Euros at 31 December 2009. Discounting the issue of bonds in January 2010 (2.2 billion Euros) and income from the sales of committed assets in 2009, the loan would be at 3.313 billion Euros.

Further information

• 2009 Management Report     

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