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Publication Date:<br />

June 7, 2007<br />

Issuer Credit Rating:<br />

A/Negative/A-1<br />

Primary Credit Analyst:<br />

Alexandre de Lestrange,<br />

Paris,<br />

(33) 1-4420-7316<br />

Secondary Credit Analyst:<br />

Lidia Polakovic,<br />

London,<br />

(44) 20-7176-3985<br />

SANEF<br />

Rationale<br />

The ratings on Sanef are equalized with those on<br />

Abertis <strong>In</strong>fraestructuras S.A. (A/Negative/--).<br />

Following its privatization, Sanef is controlled by<br />

Abertis through 52.6%-owned Holding<br />

d’<strong><strong>In</strong>frastructure</strong>s de Transport S.A.S. (HIT;<br />

A/Negative/--), the intermediary vehicle that<br />

acquired Sanef.<br />

The rating on Abertis reflects the company’s<br />

excellent business profile, with strong and stable<br />

cash flow generation derived largely from its tollroad<br />

concession business, a supportive regulatory<br />

framework both in Spain and France, and fairly<br />

manageable future capital-expenditure needs.<br />

These strengths are offset by Abertis’ weakened<br />

financial profile and lack of dividend flexibility, as<br />

well as its appetite for additional acquisitions,<br />

which could further impair its business and<br />

financial profile. It is important to note that<br />

without this support, HIT and Sanef’s underlying<br />

credit quality would be significantly weaker. On a<br />

combined, stand-alone basis, HIT and Sanef<br />

would have very low investment-grade ratings. If<br />

Abertis’ continued acquisitive strategy<br />

significantly reduces Sanef’s contribution to<br />

Abertis’ consolidated financial profile, HIT and<br />

Sanef could be rated one notch below Abertis.<br />

The ratings on Sanef reflect its strong market<br />

position as the third-largest interconnected tollroad<br />

network across key economic and tourist<br />

corridors in France, supportive concession<br />

agreements, high profitability, and increasing<br />

positive free cash flow generation. These strengths<br />

are offset by Sanef’s exposure to traffic risk, a<br />

weakened financial profile following its<br />

acquisition by HIT--particularly when HIT’s debt<br />

is factored in--and aggressive dividend payout to<br />

HIT limiting debt burden curtailment and<br />

exposing lenders to substantial refinancing risk.<br />

<strong>In</strong> the financial year ended Dec. 31, 2006,<br />

Sanef’s consolidated EBITDA amounted to €809<br />

million, up 8.6% on 2005. EBITDA essentially<br />

derived from toll revenues, which grew 6% in<br />

2006, and should continue to represent 90% or<br />

more of revenues over the medium term. The<br />

unadjusted EBITDA margin increased to 66%.<br />

Consolidated HIT and Sanef net debt peaked at<br />

about €6.8 billion (excluding Sanef’s debt<br />

revaluation following acquisition), in line with<br />

expectations, at year-end 2006. With a<br />

STANDARD & POOR’S EUROPEAN INFRASTRUCTURE FINANCE YEARBOOK<br />

TRANSPORTATION INFRASTRUCTURE<br />

consolidated net-debt-to-EBITDA ratio of 8.7x,<br />

the companies were still comfortably complying<br />

with the consolidated covenants at HIT’s level<br />

(maximum ratio of 10.5x) at year-end 2006.<br />

Based on the consolidated covenants at the HIT<br />

level, leverage is expected to decrease to 6.5x at<br />

year-end 2012. Sanef’s group net debt at 5.2x<br />

EBITDA at year-end 2006 is still well below the<br />

threshold of 7.0x set by Caisse Nationale des<br />

Autoroutes (AAA/Stable/--).<br />

Liquidity<br />

Sanef’s liquidity is satisfactory, owing to steady<br />

cash flow generation stemming from the tollroad<br />

business.<br />

Financing needs for 2007 include some €469<br />

million of debt maturing until Dec. 31, 2007, and<br />

a forecast €176 million dividend payment to HIT<br />

based on 100% payout of 2006 net income.<br />

These were partially covered by available cash<br />

and marketable securities of €223 million at yearend<br />

2006 and expected positive free operating<br />

cash flow (defined as funds from operations<br />

{FFO} plus working capital change, minus capital<br />

expenditures) of about €280 million in 2007,<br />

making debt refinancing necessary.<br />

Outlook<br />

The negative outlook mirrors that on Abertis and<br />

reflects mainly our concern that Abertis is now<br />

pursuing a more aggressive acquisition strategy<br />

following the purchase of a 32% stake in Eutelsat<br />

Communication S.A. (BB+/Stable/B), the holding<br />

company of Eutelsat S.A.<br />

We expect Abertis to be able to meet the target<br />

ratios we indicated on June 1, 2006: FFO to gross<br />

debt of about 13%-15% and FFO interest<br />

coverage of about 3.5x-4x. We expect Abertis to<br />

approach the lower end of these ranges over the<br />

next two years, and to make continued<br />

improvements toward the higher end of the<br />

ranges thereafter.<br />

Abertis does not have headroom for further<br />

debt-financed acquisitions at the current rating<br />

level. A stronger-than-originally-expected financial<br />

performance could lead to a revision of the<br />

outlook to stable on Abertis, and therefore on<br />

Sanef and HIT. ■<br />

NOVEMBER 2007 ■ 89

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