Shares in Naturgy moved lower on Wednesday following the sale by CVC Capital Partners of its full stake in the Spanish utility. The private equity group exited a 13.8% holding at an aggregate value of roughly €3.07 billion, executed through an overnight accelerated bookbuilding arranged by Goldman Sachs.
The selling vehicle, Rioja Acquisition, placed 107.5 million Naturgy shares, which represent 11.08% of the company, at a price of €28.55 per share. According to the bookrunner, that price reflected a 4.64% discount to the reference level cited in the offering paperwork. In parallel to the share placement, CVC agreed to settle existing derivative contracts with Goldman Sachs covering a further 26.4 million shares, equal to 2.72% of Naturgy.
Goldman Sachs, which acted as the sole bookrunner on the transaction, said the placement targeted institutional investors and that subscription levels were multiple times higher than the amount available. The combination of the primary accelerated sale and the derivative settlement constituted CVC’s complete divestment of its holding in Naturgy.
On the trading screen, Naturgy shares were priced at 28.690 as of 05:45:52, down 1.050 on the session. That decline followed the announcement of the offering and the derivative settlement.
CVC first acquired a stake in Naturgy in 2018. With the closing of this transaction on Tuesday, the firm has fully exited the Spanish energy company. The move follows a separate, earlier liquidation of ownership by another institutional investor: BlackRock sold its remaining 11.4% stake in Naturgy for €2.79 billion in March.
Key points
- CVC sold its entire 13.8% stake in Naturgy for approximately €3.07 billion via an accelerated bookbuild led by Goldman Sachs.
- The primary placement consisted of 107.5 million shares at €28.55 each, a 4.64% discount; an additional 26.4 million shares were covered through derivative settlements.
- The offering was aimed at institutional investors and was reported to be multiple times oversubscribed; the trade coincides with a modest drop in Naturgy’s share price.
Sectors impacted: Utilities, institutional investment, and equity markets.
Risks and uncertainties
- Share-price volatility: Naturgy posted a decline after the sale, indicating that large block sales can exert downward pressure on the stock in the short term - this affects equity market participants.
- Ownership concentration shifts: The full exit by a long-standing shareholder changes the company’s shareholder base, which could have implications for corporate governance and investor dynamics - relevant to the utilities and investment sectors.
- Derivative settlements: The inclusion of pre-existing derivative positions in the transaction adds complexity to the sale mechanics and may introduce uncertainties around final share allocations - relevant to institutional investors and market infrastructure.
The transaction completes CVC’s ownership chapter in Naturgy, which began with an initial stake acquired in 2018. Observers will note the sequence of sizeable disposals from major institutional holders over recent months, including the earlier stake sale by BlackRock in March. For now, the immediate market impact was a modest fall in Naturgy’s share price on the day the offering was executed.