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Consolidated financial statements at 31 December 2011 Ferrovial S.A. and Subsidiaries C.5. f) Inversora Autopistas de Cataluña / A. Terrasa Manresa Following the Autema refinancing transaction in 2008 through a syndicated structuring arrangement, the company is now financed through a credit facility with a tranche A and a tranche B with limits of EUR 300 million and EUR 316 million, respectively. Both tranches have been drawn down in full, with maturity in 2035 which eliminates the future financing risk as the debt is repayable in full at maturity. The company has also been granted a liquidity line of EUR 92 million, against which EUR 47 million have been drawn down. C.5. g) Inversora A. Sur / A. R-4 Madrid Sur The Radial 4 toll road had syndicated borrowings of EUR 548 million outstanding at 31 December 2011. Tranche A amounts to EUR 97 million; tranche B amounts to EUR 100 million; and the EIB tranche amounts to EUR 352 million. The evolution of the expropriation processes and the ongoing fall in traffic at the project, made it impossible for the borrowings corresponding to this project (see Note 24), with original maturity in January 2011 and extended to July 2011, to be refinanced, having reached successive agreements concerning the non-claimability of the debt firstly until November 2011 and subsequently until 27 February 2012. C.5. h) Inversora A. Levante / A. Madrid Levante The Ocaña - La Roda toll road has syndicated bank financing with an outstanding amount of EUR 522 million maturing in 2012. This is a mini-perm structured loan that will be refinanced on a long-term basis. C.5. i) Eurolink M4-M6 The financing consists of an EIB loan of EUR 93 million maturing and bank financing of EUR 49 million with final maturity in 2027. The company has been granted several credit lines totalling EUR 14 million to finance VAT payments, operating costs and interest. No amounts have yet been drawn down against these lines. C.5. j) Eurolink M3 A syndicated bank loan against which EUR 235 million had been drawn down at 31 December 2011. Its financial structure is based on term funding of EUR 265 million finally maturing between 2012 and 2015, respectively. Also, the company has been granted credit facilities (not drawn down to date) to finance operating costs (EUR 10 million) and interest (EUR 19 million). C.5. k) Euroscut Algarve This company has structured debt in two tranches secured by Syncora Guarantee Inc, one of which comprises bonds totalling EUR 101 million maturing in 2027 and the other comprises EIB borrowings of EUR 120 million maturing in 2025. C.5. l) Euroscut Azores Syndicated bank financing amounting to EUR 358 million maturing in 2033, against which EUR 328 million had been drawn down at 31 December 2011. C.5. m) Euroscut Norte Litoral Financing structure based on a syndicated loan for an outstanding amount of EUR 282 million, with final maturity in 2026. C.6. Guarantees and covenants for toll road borrowings The financial conditions (applicable interest rates) of the toll road debts are subject to the achievement of certain ratios based on financial aggregates such as gross profit from operations (EBITDA), net debt and consolidated shareholders’ equity. In general, the aforementioned financing arrangements are subject to pledges of concession operator assets (insurance policy receivables, current accounts, concession receivables, etc.), forming a package of guarantees for lenders. In certain cases there is also a security interest in the concession operator’s shares. Most agreements include certain conditions the infringement of which gives rise to obligations for the borrower. These covenants are used by credit institutions to ensure that the concession operators achieve the debt commitments acquired. The most common covenants included in the majority of infrastructure project financing agreements are as follows: - Restrictions on the availability of cash balances, the most common being reserve accounts for debt servicing and for extraordinary maintenance. - Payment of dividends to shareholders subordinated, for example, to the maintenance of required levels of restricted cash. - Material adverse change or effect (MAC or MAE) clauses regulating cases in which a number of circumstances or events have or could have a significant adverse effect on the value, business, operations, assets or liabilities of the concession operators. Ferrovial, S.A. Consolidated financial statements at 31 December 2011 66
Consolidated financial statements at 31 December 2011 Ferrovial S.A. and Subsidiaries - Limit on the maximum volume of borrowings that may be obtained by the concession operator. - Limit on the level of default by the concession operator, above which the debt repayment could be demanded (cross-default threshold). - Periodic reporting obligations during the borrowing period. - Achievement of financial ratios for borrowings and liquidity. At 31 December 2011, none of the covenants in force had been breached. C.7) Services Division borrowings: The increase in the bank borrowings of the Services Division infrastructure projects was due on the one hand to the consideration of the bank borrowings of Amey-Cespa amounting to EUR 70 million to be part of the Ferrovial Group's borrowings, as described in Note 13. Also, in 2011 EUR 119 million associated with the senior debt recognised at Autovía de Aragón were drawn down, and in 2012 EUR 11 million are expected to be repaid corresponding to the amount drawn down against the VAT loan. The other non-current borrowings (EUR 77 million) relate to the Cespa Group, which were arranged in 2009 and 2010 to finance the concession projects Ecoparc Can Mata and Gestión Medioambiental de Toledo. In 2011 EUR 3 million were drawn down against the senior debt associated with Ecoparc de Can Mata and EUR 17 million against senior debt and the VAT loan associated with Gestión Medioambiental de Toledo C.8) Construction Division borrowings: The increase in the bank borrowings of the Construction Division infrastructure projects was due to the drawdown of EUR 27 million associated with the borrowings of Concesionaria de Prisiones Figueras. The rest of the borrowings associated with this project were drawn down in 2010. EUR 2 million are expected to be repaid in 2012. 20.2. Net cash position excluding infrastructure projects A) Breakdown of the net cash position excluding infrastructure projects The detail of the net cash position excluding infrastructure projects in 2011 is as follows: Long-term restricted cash Short-term restricted cash Millions of euros Other cash and cash equivalents Bank borrowings Intra-Group transactions Total net position Construction 0 0 1,075 64 1,322 2,333 Services 0 4 87 182 -406 -497 Airports 0 0 1 0 36 37 Toll roads 0 2 464 0 119 585 Corporate and other 0 0 526 1,015 -1,064 -1,552 Net cash position excluding infrastructure projects 0 7 2,154 1,261 7 906 The main changes in the net cash position excluding infrastructure projects are discussed in Note 32 on “Cash Flows”. B) Breakdown of borrowings excluding infrastructure projects B.1) Analysis of current and non-current balances by business division The distribution of bank borrowings is as follows: Ferrovial, S.A. Consolidated financial statements at 31 December 2011 67
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