M&A-Process | Teaser - Expression of Interest - Flughafen Frankfurt-Hahn Group Munich, November 2021 - FalkenSteg
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
Flughafen Frankfurt-Hahn Group
M&A-Process | Teaser – Expression of Interest
Munich, November 2021
© Falkensteg Corporate Finance GmbH 2021 1
Disclaimer
This document ("Teaser") has been prepared by Falkensteg Corporate Finance GmbH ("FalkenSteg") on behalf of Flughafen Frankfurt-Hahn
Group (“Frankfurt-Hahn"; "Principal"). The recipient of the document is informed that FalkenSteg exclusively represents the interests of
the Principal in the context of a potential acquisition of, an interest in the equity and/or assets/business of Frankfurt-Hahn.
The information is subject to changes, updates, additions, corrections and extensions. This document does not purport to be complete
with respect to any information that may be required by the recipient. The provided document does not create any obligation to the
Principal to provide further or additional information. Nor does this document create any obligation to correct any information that
proves to be false or inaccurate.
This teaser does not constitute an offer or invitation to buy and sell any assets, shares or parts of the company described in this
document and is not intended to form the basis of any contract.
Under no circumstances should the recipient, its agents, its employees or its advisers contact the Company's management, Expression
employees, customers, representatives or suppliers. The only exception to this rule shall be written permission from
Falkensteg Corporate Finance GmbH, which may be granted upon receipt of an appropriate signed confidentiality agreement.
of Interest
Expression of Interest – Phase I –
The submission of a correct expression of interest and the conclusion of a non-disclosure agreement ("NDA") are
prerequisites for participation in the further sales process. After signing the NDA the interested parties will subsequently
be provided with further information on the transaction object and the sales process.
The submission of a late expression of interest does not lead to exclusion from the process. However, there will be no
adjustment of the sales process or the deadlines and any disadvantages resulting from the delay will be borne solely by
the interested party. Costs incurred by an interested party are to be borne by the respective interested party, even if
the sales process is aborted.
The seller reserves the right to change the sales process at any time and without giving reasons, in compliance with
the principle of equal treatment. The sole decisive criterion for the selection of the successful bidder(s) will be the
submission of the economically best offer, taking into account the transaction security.
© Falkensteg Corporate Finance GmbH 2021 2
1. OVERVIEW FLUGHAFEN FRANKFURT-HAHN
© Falkensteg Corporate Finance GmbH 2021 3
FRANKFURT-HAHN AT A GLANCE
About Airport Frankfurt-Hahn as rare cargo and passenger airport in Germany without any night flight
Frankfurt-Hahn restrictions up for sale with opportunity of reorganization in insolvency proceedings
Shareholder structure Frankfurt Hahn Airport – IATA HHN Location
• HNA Airport Group
(82.5%) • HHN as airport for 24/7 global cargo operations and low-cost Favorably located between several metropolitan areas…
• Federal state of Hessen international travel passenger movements
(17.5%)
• Located centrally in Europe connecting different hubs in
Hamburg
Flight operations Germany, Luxembourg and France for cargo and travel
Dortmund
Essen Berlin
• 24/7 operation permission • Existing airline network with low-cost carriers and small and Cologne
Düsseldorf
Cologne
for cargo flights medium sized cargo airlines offering increasing utilization rates
• Congestion free airport with • Full-service portfolio including duty free shopping and MRO Wiesbaden Frankfurt a.M. Frankfurt a.M.
no slot restrictions Mainz
services in one hand offered from Hahn group of companies Stuttgart
• Approval for up to full-load Hahn
Code E aircrafts ► Sales process out of the insolvency proceedings as opportunity Airport
Munich
• Code F approval for to reorganize the infrastructure and service spectrum
B748 and A124
Infrastructure capacities …within two hours of approx. 14.5 million potential customers
Technical data (extract)
• 3,800m x 45m runway with • Up to 150,000 aircraft movements p.a. (max. 40 per hour) Cologne
< 45 minutes / 40 km
expansion space Bonn
• Terminal capacity for 5.6 million pax p.a. 1.5m inhabitants
• Total airport area: 396 Koblenz
hectare • >7,500 parking lots in associated car parking area Wiesbaden
< 60 minutes / 60 km
• 14 check-in counters and Mainz Frankfurt 2.5m inhabitants
12 gates
• Cargo warehouses with approx. 45,000 sqm of warehousing Bastogne
Darmstadt
< 90 minutes / 100 km
• Approx. 20 independent • Approx. 300,000 - 500,000 tons total cargo capacity Luxembourg
Thionville Mannheim 7.5m inhabitants
Worms
parking positions Ludwigshafen
• Facilities for special shipments (e.g. perishables, living animals, etc.) Metz
Kaiserslautern Heidelberg < 120 minutes
Speyer
Saarbrücken 14.5m inhabitants
© Falkensteg Corporate Finance GmbH 2021 4
TRANSACTION SCOPE
Transaction focusing on all assets of operational entities of the Frankfurt-Hahn Group Insolvency proceedings
Asset Deals on entity levels as most likely transaction structure*)
Preliminary trustee:
Dr. Jan Markus Plathner
Company and Transaction Structure
(Brinkmann & Partner)
Airport Group Ltd. District Court:
Bad Kreuznach
Flughafen Frankfurt-Hahn GmbH
100% File number: 3 IN 67/21
Federal State Hessen Airport Group GmbH Application Date: 19.10.2021
HHN Aviation Security GmbH
17.5% 82.5% File number: 3 IN 68/21
Application Date: 19.10.2021
100% 100% HHN Airport Technology GmbH
File number: 3 IN 69/21
Application Date: 19.10.2021
Flughafen HHN Aviation HNA Airport HHN Airport
Flughafen Frankfurt-Hahn Group
Frankfurt-Hahn GmbH Security GmbH Services GmbH Technology GmbH HNA Airport Services GmbH
File number: 3 IN 70/21
Application Date: 19.10.2021
100%
JFH Jet Fuel Hahn GmbH
File number: 3 IN 71/21
Application Date: 19.10.2021
Jet Fuel
Hahn GmbH HNA Airport Group GmbH
Transaction scope File number: 3 IN 80/21
Application Date: 18.11.2021
insolvent *) If requested execution via Insolvency Plan remains reserved © Falkensteg Corporate Finance GmbH 2021 5
COMPANY HISTORY
Economically and logistically popular hub developed from US Air Base to public private partnership
2005:
Entry Federal state Hessen 2016:
Fraport: 65%
Feb. 2021:
Initiation of international HNA files for insolvency –
State RP: 17.5%
State HE2): 17.5% M&A process for Takeover by Chinese state
1993: privatization of RP stake
Converting US. Air
Base Hahn to civil
airport
19. October 2021:
Insolvency application:
1995: Frankfurt-Hahn GmbH
Incorporation
Flughafen Hahn GmbH
Fraport: 73.06%
Federal State RP1): 26.94%
2017:
HNA Airport Group takes
2009:
over shares of RP
1) RP = Federal state Rhineland-Palatinate Takeover shares of
2) HE = Federal state Hessen Fraport by State RP
Source: SWR, Handelsblatt, Frankfurter Allgemeine, Handelszeitung, WELT © Falkensteg Corporate Finance GmbH 2021 6
ABOUT AIRPORT FRANKFURT-HAHN
Frankfurt-Hahn Airport as growing 24/7 cargo destination focusing on large aircrafts
Popular regional airport for classic vacation destinations in Europe for medium-sized passenger aircrafts
Infrastructure Frankfurt-Hahn Share of passenger vs. cargo volume Multidisciplinary site utilization
YTD Sep 2021 | Volume in TU (1 pax = 100 kg cargo)
3,800m runway for passenger and cargo Passenger 20.5% 79.5% Cargo Approach from popular vacation
aircraft destinations in Europe
Size cargo / pax Resident training center of the police
aircraft: Code E Aircraft Code F Aircraft Rhineland-Palatinate
4 warehouses for air cargo handling with 6 catering and hotel businesses in the
separate truck access road passenger terminal
2 large hangars for aircraft maintenance 1,200 parking spaces in three parking
with based MRO group* areas (short-, mid-, long-stay)
Terminal Cargo Maintenance
Cargo hangars Airport overview Runway
Source: Destatis, *) Maintenance, Repair and Overhaul © Falkensteg Corporate Finance GmbH 2021 7
Impact of Corona pandemic leads to upswing in cargo and downturn in Ranking German airports by passenger and cargo
passenger business volume in 2020
Passenger volume 2004-2020 Rank Airport Passenger/Year
in million PAX
4.01 3.94 Covid-19 1 Frankfurt am Main 18,768,601
3.70 3.79
3.49
3.08 2 Munich 11,112,773
2.75 2.89 2.79
2.67 2.67 2.61
2.45 2.47
2.09 3 Düsseldorf 6,577,392
0.44 0.45
1.50 0.37
4 Berlin Tegel 5,870,756
0.20 0.22
0.44 0.13
0.03 16 Frankfurt-Hahn 436,862
2004 2006 2008 2010 2012 2014 2016 2018 2020 Q1 Q2 Q3 Q4 Q1 Q2 Q3
2020 2021
Freight volume 2004-2020
in k tons 286 Rank Airport Freight (in t)
Covid-19
229 233 1 Frankfurt am Main 1,952,627
208
191 179 175 179 171
233 2 Leipzig/Halle 1,383,485
153 202
123 125 133 127
107 162
136 3 Cologne/Bonn 863,410
80 73 106
65
42 4 Frankfurt-Hahn 232,998
2004 2006 2008 2010 2012 2014 2016 2018 2020 Q1 Q2 Q3 Q4 Q1 Q2 Q3 5 Munich 158,456
2020 2021
Source: ADV © Falkensteg Corporate Finance GmbH 2021 8FINANCIALS
Overview historical key-financials Flughafen Frankfurt-Hahn GmbH
Transaction security preserved of complying to EU Commission’s requirements
Profit & Loss Statement 2016 – 2020 Balance Sheet (Assets) 2016 – 2020
in kEUR in kEUR
Flughafen Frankfurt-Hahn GmbH FY2 0 1 6 FY2 0 1 7 FY2 0 1 8 FY2 0 1 9 FY2 0 2 0 Flughafen Frankfurt-Hahn GmbH FY2 0 1 6 FY2 0 1 7 FY2 0 1 8 FY2 0 1 9 FY2 0 2 0
Sales 3 2 ,2 1 4 3 4 ,8 7 4 3 2 ,0 8 2 2 8 ,1 4 2 2 3 ,6 9 0 Fixed assets 9 8 ,2 2 6 9 4 ,7 7 8 8 5 ,3 1 1 7 7 ,8 2 9 7 1 ,4 2 4
Own work capitalized 62 69 22 5 1 Intangible assets 4,476 4,416 4,028 3,652 3,287
Other operating income 5,765 4,031 11,959 10,343 5,541 Tangible assets 93,691 90,308 81,233 74,127 68,086
Total 3 8 ,0 4 1 3 8 ,9 7 3 4 4 ,0 6 3 3 8 ,4 8 9 2 9 ,2 3 3 Financial assets 59 53 51 50 50
Cost of materials 16,418 17,281 16,849 15,512 13,513
Personell expenses 16,969 16,955 17,049 16,580 15,739 Current assets 1 1 ,9 5 6 1 2 ,0 1 7 2 0 ,7 6 4 2 3 ,5 3 0 1 5 ,0 0 6
Depreciations and amortization 9,138 8,890 8,401 7,983 7,799 Inventories 918 860 663 748 761
Other operating expenses 7,940 11,578 5,586 4,804 4,267 Receivables and other assets 5,374 9,261 14,524 17,799 13,765
EBIT (1 2 ,4 2 4 ) (1 5 ,7 3 0 ) (3 ,8 2 1 ) (6 ,3 9 0 ) (1 2 ,0 8 5 ) Cash 5,665 1,896 5,577 4,982 480
Financial income (1,293) (1,381) (1,247) (1,257) (1,086) P repaid expenses 619 630 137 96 381
Taxes (378) (69) (72) (109) (129) Surplus from offsetting - - - 54 48
Net inc ome (1 4 ,0 9 5 ) (1 7 ,1 8 1 ) (5 ,1 4 1 ) (7 ,7 5 5 ) (1 3 ,3 0 0 ) Assets 1 1 0 ,8 0 1 1 0 7 ,4 2 5 1 0 6 ,2 1 3 1 0 1 ,5 0 9 8 6 ,8 6 0
Operating subsidies 2010 – 2020 Transaction security by process structure
in kEUR
9,983 • Transactions of subsidized infrastructure projects in- and outside insolvency
proceedings may open potential risks under EU competition regulations
8,000 8,000
6,705 • Governmental portfolio companies with additional demands on the transaction process
5,300 and transparency
3,285 ► To ensure transaction security, the transaction shall be carried out within the
2,229 2,545 2,666 2,300 framework of an open, transparent and unconditional bidding procedure in accordance
with EU Commission’s requirements / EU courts
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
© Falkensteg Corporate Finance GmbH 2021 92. OVERVIEW SALES PROCESS
© Falkensteg Corporate Finance GmbH 2021 10Intention to sale Invitation for submitting an
“Expression of Interest”
Flughafen Frankfurt-Hahn Group (“Frankfurt-Hahn") as the holding and operating entities of the assets Invitation for tendering – entry to the sales process
of Frankfurt-Hahn Airport.
On October 19th, 2021, the management of Flughafen Frankfurt-Hahn GmbH and its group/sister Interested parties intending to participate in the official
companies filed for insolvency with the local court of Bad Kreuznach. Dr. Jan Markus Plathner, attorney- transaction process for a purchase of the assets / operations of
at- law from the law firm Brinkmann & Partner, was appointed as the provisional insolvency Frankfurt Hahn Airport are invited to submit an “Expression of
administrator. Currently the business operations of airport Frankfurt-Hahn are continued fully operating. Interest” at the latest by
The assets of Frankfurt-Hahn are to be sold to one or several investors in the course of an open, 20 December 2021, 10 a.m. GMT
transparent and unconditional tender procedure. Investors have the option to purchase all assets, units
to be defined or single assets. The most economically advantageous tender(s) will be accepted. The sole The Expression of Interest must be addressed to one or both of
decisive criteria for the selection of the successful bidder or successful bidders will be the submission of the following contact partners:
the best economical offer taking into account transaction security.
A possible liability of the acquirer(s) for aid recovery claims is to be avoided by conducting a structured
bidding process in accordance with the requirements of the EU Commission / the European courts
framework of international tenders. Financing and third-party liabilities are to remain with the insolvent
company. The takeover of assets in the context of one or several asset deal(s) is intended to enable
potential investors to make a fresh start free of legacy financial burdens.
@Jonas Eckhardt @Florian Weingärtner
Note: Subsequent reference processes were executed according to the same EU-standard +49 (0) 177 829 0406 +49 (0) 171 405 9532
• Commission of 28.05.2015, Beschluss C(2015) 3513 final –Flughafen Zweibrücken Jonas.eckhardt@falkensteg.com florian.weingaertner@falkensteg.com
• Commission of 22.07.1998, ABl. L 103/19(25) – Société de Banque Occidentale
• EuGH, judgment of 24.04.2004, C-277/00 – SMI For the content requirements please refer to the next page.
• EuGH, judgment of 02.09.2021, C-647/19-P – Nürburgring
© Falkensteg Corporate Finance GmbH 2021 11Requirements on the Expression of Interest Notes on the transaction process
Expressions of interest must be in writing in English or German. They must include the Currently the European Union and the European General Court are reviewing the
following information: legality of state aid amounts granted to Airport Frankfurt-Hahn (inter alia European
Commission decisions of 1 October 2014 (SA.32833), 31 July 2017 (SA.47969) and 13
• Name September 2019 (SA.43260).
• Address A potential liability bore by the purchaser or purchasers for state aid recovery is aimed
• Contact details of the interested party to be avoided through the implementation of this open, transparent, unconditional and
• Contact person non-discriminatory bidding proceedings according to EU Commission's / European
• as well as, upon request, a current excerpt from the commercial register and a copy courts’ requirements.
of a valid identification document The submission of a correct Expression of Interest and the conclusion of a non-
disclosure agreement ("NDA") are prerequisites for participation in the further sales
Expressions of interest on behalf of third parties (including intermediaries or process. After signing the NDA the interested parties will subsequently be provided with
consultants) are permissible if written, suitable proof of representation of the agent is further information on the transaction object and the sale process.
provided and the relevant interested party is disclosed.
The submission of a late Expression of Interest does not lead to exclusion from the
process. However, there will be no adjustment of the sales process or the deadlines and
any disadvantages resulting from the delay will be borne solely by the interested party.
Costs incurred by an interested party are to be borne by the respective interested party,
even if the sales process is aborted. The seller reserves the right to change the sales
process at any time and without giving reasons, in compliance with the principle of
equal treatment.
The sole decisive criterion for the selection of the successful bidder(s) will be the
submission of the economically best offer, taking into account the transaction security.
© Falkensteg Corporate Finance GmbH 2021 12CONTACT
For indicative interest in the process please contact FalkenSteg exclusively
@Jonas Eckhardt @Florian Weingärtner
+49 (0) 177 82 90 406 +49 (0) 171 40 59 532
jonas.eckhardt@falkensteg.com Download VCF florian.weingaertner@falkensteg.com Download VCF
© Falkensteg Corporate Finance GmbH 2021 13You can also read
