Ashurst advised 3i’s European Operational Projects Fund ("3i") on the acquisition of DISA Assets Limited, a rolling stock leasing company, as well as certain institutional investors on the refinancing of the acquisition and indebtedness of the DISA Assets Limited. The seller is Dutch state rail operator Nederlandse Spoorwegen N.V. ("NS"), one of the leading rail operators in Europe.
DISA Assets Limited is the owner of 54 "Alstom Lint 41" diesel multiple units which are leased to Abellio Rail Mitteldeutschland GmbH ("Abellio"), a subsidiary of NS. The diesel multiple units are used for passenger transport in the diesel network of the state Saxony-Anhalt ("DISA") under a concession scheme. The DISA concession with app. 9 million train kilometers p.a. was awarded to Abellio in 2015 and operations commenced in December 2018. The DISA concession is one of the largest concessions in the German local passenger transport market.
3i was the successful bidder in an auction process and bought DISA Assets Limited after securing the refinancing. An Ashurst team led by Dr Benedikt von Schorlemer and Derk Opitz advised 3i throughout the bidding process and the subsequent acquisition.
The acquisition by 3i was facilitated by a complex and relatively new long-term refinancing by institutional investor MEAG and Sumitomo Mitsui Banking Corporation (SMBC). An Ashurst team led by Dr Tobias Krug advised on the refinancing. SMBC additionally provided a short-term loan. The refinancing is indirectly supported by a residual value guarantee by the federal state of Saxony-Anhalt and the regional association of the greater Braunschweig area. The financing of rolling stock in proximity of capital markets is also relatively new in the market, which is increasingly entered by this type of investors.
The Ashurst team advising on the acquisition of DISA Assets Limited comprised: partners Dr Benedikt von Schorlemer (Corporate/M&A), Derk Opitz (Banking & Finance, both in the lead), Dr Maximilian Uibeleisen (Infrastructure/Transport), counsels Holger Mlynek (Infrastructure /Transport) and Dr Philip Cavaillès (Corporate/M&A), associates Jan van Kisfeld and Jan Ischreyt (Corporate/M&A, all Frankfurt).
The Ashurst team advising on the refinancing consisted of: partner Dr Tobias Krug (Structured Finance), counsel Carsten Endres (Banking & Finance, Munich), associates Alexandra Heitmann, Julia Schanz (both Structured Finance), Dr Jan-Ulrich Heinemann (Banking & Finance, Frankfurt), as well as transaction manager Carina Gläßl and paralegal Isabelle Renninger (Banking & Finance, all Frankfurt). Advice on tax aspects was provided by partner Dr Martin Bünning and associate Carina Park (all Frankfurt).
3i is a leading international investor focused on mid-market Infrastructure and Private Equity. In terms of Infrastructure 3i has GBP3,7 billion of assets under management. Ashurst Germany advised 3i for the first time.
Ashurst has already advised MEAG and other institutional investors on rolling stock financings, for example on the financing of the procurement of rolling stock for the Dieselnetz Ulm by bearer bonds in 2018. Further, the Ashurst team is currently advising on the financing of rolling stock for a number of concessions including S-Bahn Hannover and Netz Elbe Spree.
