Completion of the transaction aimed at financing the pre – development costs in connection with the project “Stadio della Roma” through the execution of a senior secured facility led by Goldman Sachs International.
Rome, 16 May 2016 – AS Roma SpA (hereinafter, the “Company”), NEEP Roma Holding SpA, the majority shareholder of the Company (hereinafter, “NEEP”), Stadio TDV SpA, the company designated to manage and finance the “Stadio della Roma” project, whose share capital is wholly owned by NEEP (hereinafter, “StadCo”) and AS Roma SPV LLC, the majority shareholder of NEEP (hereinafter, “TopCo”), announce that on this date a senior secured facility agreement for an amount up to Euro 30 million was entered into between (i) Goldman Sachs International, as Mandated Lead Arranger and Bookrunner and Goldman Sachs International Bank as Agent, Security Agent and Original Lender, and (ii) StadoCo, as borrower (hereinafter, the “StadCo Facility”), aimed at financing StadCo to support certain pre - development costs in connection with the “Stadio della Roma” project (hereinafter, the “Transaction”).
Pursuant to the StadCo Facility documentation (hereinafter, “StadCo Facility Agreement”), Goldman Sachs International Bank will make available to StadCo financing in an amount up to Euro 30 million based on the satisfaction certain conditions in the StadCo Facility Agreement. StadCo shall repay the StadCo Facility in full no later than 22 months after the initial utilization date, provided that StadCo may voluntarily pre-pay the StadCo Facility in advance in accordance with customary pre-payment provisions provided for in the StadCo Facility Agreement. The security package, the financial covenants and other undertakings to be maintained during the term of the StadCo Facility are standard for such transactions.
As support to the StadCo Facility, the Company has been requested to execute an intercompany loan facility agreement pursuant to which the Company will make available to StadCo a revolving loan facility (the “InterCompany Facility”) in an aggregate amount not less than the amount committed under the StadCo Facility. The InterCompany Facility would serve as a backstop to the StadCo Facility and not as a primary source of repayment and it may be used in case StadCo will not be able to reimburse the StadCo Facility with its own financial resources. Interest on any utilization of the InterCompany Facility will accrue at a fixed rate equal to 6% per annum. The availability of any credit under the InterCompany Facility will terminate on the earlier of the repayment in full of the StadCo Facility or the date falling 28 months from the date of the StadCo Facility Agreement.
In connection with the InterCompany Facility, the Company, NEEP and TopCo entered into a corporate guarantee agreement (the “Guarantees Agreement”), pursuant to which (i) NEEP agreed to pay when due any amount due from StadCo to the Company under the InterCompany Facility up to approximately Euro 32 million; and (ii) TopCo agreed to indemnify NEEP for all amounts actually paid by NEEP under the Guarantees Agreement up to approximately Euro 32 million.
The Transaction has been executed within the business strategies of the AS Roma Group - aimed at keeping the club at the highest levels – which provide, inter alia, the opportunity for the Company to economically exploit on an ongoing basis the new facilities of the “Stadio della Roma”, which will represent the home matches venue for the first team of AS Roma.
Certain agreements relating to the Transaction have been submitted, pursuant to Art. 6.1 of the Company’s Related Party Regulation, (hereinafter the “Regulation”) to the Risk Management and Internal Audit Committee evaluation. Being the Transaction qualified as “Significant Transaction”, pursuant to art. 3.15 of the Regulation, further specific information about the related party agreements pertaining the Transaction will be disclosed in the Information Document to be published in compliance with the relevant regulatory provisions.