Orrick Advises VINCI Airports in Acquisition of Global Airport Portfolio

Orrick advised VINCI Airports in the acquisition of nine airports and three partial management contracts following the acquisition of the airport portfolio held by Airports Worldwide, a Dutch cooperative previously owned by the Ontario Municipal Employees' Retirement System (OMERS).

The portfolio acquired by VINCI Airports consists of:

• Two freeholds, Belfast International Airport in Northern Ireland, and Skavsta Airport near Stockholm, Sweden;
• Three airports under concession: a 100% stake in Orlando-Sanford International Airport (Florida, USA), under a concession contract covering operation of the current terminal and car park with a residual term of 21 years; together with co-control stakes in Costa Rica's two major airports, i.e. a 48.75% stake in Juan Santamaria International Airport in San José and a 45% stake in Daniel Oduber Quiros International Airport in Liberia, under concession contracts with residual terms of eight and 13 years;
• Four full management contracts covering Hollywood Burbank Airport and Ontario International Airport, in California; and Macon Downtown Airport and Middle Georgia Regional Airport in Georgia.; and
• Three partial management contracts covering Atlantic City International Airport in New Jersey, Raleigh Durham International Airport in North Carolina, and part of the international terminal at the Atlanta airport, Georgia.

This acquisition will allow VINCI to establish itself in the United States and expand its activities in Central America and Europe. The operation increases the number of VINCI's traffic passengers by 25.6 million, to more than 182 million a year.

Orrick, together with local legal counsels, performed legal due diligence across multiple jurisdictions and assisted VINCI Airports in the negotiations and signing of the transaction documents, as well as on various filings and procedures, including CFIUS, HSR, and others. The share purchase agreement was signed on April 20, 2018. Closing is expected to occur within the next three months.

The cross-border Orrick team was led by Yves Lepage and included partners Patrick Tardivy and Nicholas George and associates Foucaud Jaulin and Marie-Elise Dougé in Paris; partner Young Lee, of counsel Aleksey Selipanov, and associates Michael Shiu and John D. Grant in New York; partner Harry Clark and of counsels Diana Gillis and Patricia Zeigler in Washington, D.C.; associate Emilio Grandio-Urrea in Houston; and partner Jinal Shah and associates Alice Edwards and Sejal Patel in London.