brisa concessão rodoviária · registered in the commerce registry office of cascais under...

Brisa Concessão Rodoviária

May 2017

Investor Presentation

Disclaimer

| 2Investor Presentation, May 2017

The information contained herein (“Information”) has been prepared by Brisa – Concessão Rodoviária, S.A. ("BCR") and which, according to its nature, it is not provisionaland which is not intended to give any forward-looking statements, estimates or future projections and should be read accordingly. The Information is publicly disclosedunder the applicable rules and regulations and may be freely used under the condition that it shall remain unchanged. BCR renders no representation, warranty orundertaking, express or implied, with respect to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness thereof. Neither BCR nor any ofits affiliates, subsidiaries, directors, representatives, employees and/or advisors shall not be held liable nor responsible for any direct or indirect damages whatsoever thatmay occur or that may arise from any use of the Information or otherwise arising in connection with this presentation or as a result of any use or manipulation,modification or alteration, update, revision or correction, whether intentional or not, of such information the Information.

All data referred in this document must be reported to the document’s date. Therefore, considering the nature and objective of the disclosure of the Information, BCR shallnot be under any obligation to update said Information, nor shall it be under any obligation to make any prior announcement of any amendment or modification thereofits contents and therefore the Information may not be used in the future in connection with any offer (public or private) in relation to securities issued by BCR. Any decisionto purchase, subscribe, exchange or otherwise trade any securities in any offering launched by BCR or on its behalf should be made solely on the basis of the informationto be contained in the relevant prospectus, base prospectus or offering memorandum to be made available in due course in relation to any such offering in accordancewith the applicable rules and regulations.

The Information herein is provided for general purposes only and is not intended to constitute professional advice. Furthermore, the Information does not constitute orform part of and should not be construed as, an offer (public or private) to sell, issue, advertise, market, invite to subscribe, submit to investment gathering procedures orthe solicitation of an offer (public or private) to buy or acquire securities of BCR or any of its affiliates in any jurisdiction or an inducement to enter into investment activityin any jurisdiction.

Use of data contained herein in its original format shall contain a quote as to the source of the information and/or a reference of where it was taken from.

Financial statements reported for the year end 2016 were prepared according to International Financial Reporting Standards (IFRS) and have not yet been audited.

BRISA Concessão Rodoviária, S.A.Head-Office: Quinta da Torre da Aguilha, Edifício BRISA, São Domingos de RanaShare capital: EUR 75 000 000Registered in the Commerce Registry Office of Cascais under register and corporate tax number 502790024

Brisa Auto-Estradas (BAE)(Parent company)

Brisa Concessão Rodoviária

(BCR)

(70%)

ConcessãoBrisal(70%)

ConcessãoDouro(100%)

ConcessãoAtlântico

(50%)

ConcessãoLitoral Oeste

(15%)

ConcessãoBaixo Tejo

(30%)

BCR– Ring-fenced structure (CTA,

covenants and security package agreements)

– Debt (Rated): EIB + Bonds + Bank facilities

– Solid financial profile

Other concessions

– Amortising long-term project finance

– Non recourse to Brisa

Simplified organizational chart for illustrative purposes

Project Finance (non-recourse)

Project Finance (non-recourse)

Brisa O&M(100%)

Via Verde(60%)

Brisa I&T(79.2%)

BrisaEngenharia

(100%)

Controlauto(74%)

M-Call(100%)

Services– O&M expertise

– Stable cash-flow generation

– Funded through Brisa (almost no debt)

Ring-fenced

Via Verde Contact

Via Verde Serviços

Holding Company - No debt

Ring-fenced StructureBCR within Brisa Group

Investor Presentation, May 2017

BCR is ring fenced from the remainder of the group| 3

BCR at a glance


BUSINESS OVERVIEW:Strong operating performance

COMPANY OVERVIEW:Largest toll road operator in Portugal

1 124 km, 12 motorways under concession

Long-term concession: December 2035

Above 50% market share in Portugal

National Coverage

FINANCIAL OVERVIEW:Solid Balance Sheet

Latest results confirm very positive trend

YE16 traffic increased 7.0% YoY, driven by a robust organic growth

EBITDA margin reached its highest level since BCR inception

Strong cash-flow generation

Conservative financial management and distribution policy

Strong liquidity position. No Bond redemptions in 2017

Investment grade rating, above Portuguese sovereign:

Baa3 by Moody’s and BBB by Fitch

BCR is a SPV set up in 2010 with a ring-fenced structure

| 4

Company overview BCR Concession

BCR Contractual and Financial Structure

Rating

Business overviewTraffic Performance

2016 Results

Financial overviewLiquidity Position

Debt Structure

Wrap-up

Annexes

Index

Investor Presentation, May 2017 | 5

- 12 motorways, 1 124 km:

- Under operation: 11 motorways, 1 100 km fully built since 2007

- Only 1 motorway and 1 link to be built, totaling approximately 24 km

- Long-term concession, up to December 2035

- National coverage: includes the main road corridors with the highest importance in the Portuguese motorway network

Largest concession in Portugal

Tariffs linked to CPI

Above 50% market share

The backbone of the Portuguese road system

BCR Concession

Oporto

LisbonA2

A6A13

A12

A10

A9

A5

A1

A14

A4

A3

- Tariffs update: annual automatic increase of 100% of CPI (8.5% of the revenue outcome of such increasereverts to State)

- 37.2% of tolled network *

- 50.1% of travelled km*

* According to APCAP figures for YE2015



Comprehensive set of financial covenants (ICR, Net Senior Debt / EBITDA, CLCR)

that ensure deleverage overtimeCovenants

No distributions if:

- lock-up ratio tests are not met

- investment grade rating is not maintained

Pledge over shares in BCR and over BCR bank accounts

Liquidity Reserves: Debt and CAPEX reserve accounts

Comprehensive set of terms regarding hedging transactions

Strong Governance with a minimum of 3 independent directors

Trigger Events

Additional credit

protective

provisions

Financial structure provides ample protection for creditors and has now more than 6 years of proven track record

BCR is ring fenced through a contractual framework, which is valid for the full life of the concession. This financial and legal structure provides strong credit protection:


Financial overview

Unique (and proven) self-protective financial structure

Revenue underperformance

EBITDA decrease

Lock-up ratio compliance

Adjustment in distributions

Forward looking financial ratio (CLCR) and a Net Debt to EBITDA profile designed to ensure deleveraging over time

Any future traffic underperformance will be accommodated through adjustments in distributions

0x

1x

2x

3x

4x

5x

6x

7x

8x

9x

Jun

/14

Jun

/16

Jun

/18

Jun

/20

Jun

/22

Jun

/24

Jun

/26

Jun

/28

Jun

/30

Jun

/32

Trigger

Default

Net Debt / EBITDA covenants


Self-protective financial structure


2010 2011 2012 2013 2014 2015 2016

BCR Moody's PGB Moody's

BCR Rating evolution (Moody’s)

IG

Sub-IG

Aa2Aa3

A1A2A3

Baa1Baa2Baa3

Ba1Ba2Ba3

B1

Baa3

Ba1

Credit Opinion (12 May 2016)

“We expect BCR to continue to follow prudent financial policies and maintain adequate headroom against its

dividend lock-up and default levels, which will become more demanding over time.”

“(…) The current rating positioning one notch above the

sovereign rating reflects BCR’s strong cash flow generation despite mixed traffic performance in the past thanks to strict cost control and reduction in investments,

and good liquidity.

Sector comment (8 Nov. 2016)

Investment Grade by Moody’s and Fitch (above Portugal)

Rating

CurrentRating

OutlookCurrentRating

Outlook

Baa3 Stable BCR BBB Stable

Ba1 Stable Portugal BB+ Stable


“ This report analyses the impact of protracted zero inflation and zero traffic growth on large European toll road networks… “

“ BCR is not affected thanks to its creditor protective debt structure which, in case of underperformance, reduces distribution to maintain leverage within the covenant path.”

Ratings affirmed (13 Dec. 2016)

“ The ‘BBB’ reflects BCR’s strong traffic and financial performances since 4Q13 as well as its creditor-protective debt structure… “



Rating


2016 Results


Debt Structure

Wrap-up

Annexes

Index


Traffic maintains a strong performance. The highest among peers

Traffic PerformanceAverage Daily Traffic

-2.8%

4.5%

7.0% 7.0%

-1.6%

0.9%1.6% 1.4%

2013 2014 2015 2016

VkM (BCR)

GDP (Portugal)

Strong traffic performance, maintaining a high rate of traffic growth

2.2%

2.4%

3.1%

3.4%

3.7%

5.3%

7.0%

Total traffic reported by major European toll road operators

BCR Total traffic figures (YOY)

In 2016 BCR reported the highest traffic growth among peers


Source: Moody’sSource: BoP

Quarterly ADT * (Average Daily Traffic) Quarterly VKM growth

Traffic mix (2016) LV/HV traffic growth (yoy)

94.7%

5.3%9.6%

6.9%

Traffic maintained a strong performance

1Q15

2Q15

3Q15

4Q15

2015

+7.0%

2015

+7.5%

+6.5%

+7.6%

+6.3%

2016 2016

+9.9%1Q16

2Q16

3Q16

4Q16

15 617

18 002

23 087

17 392

14 370

17 128

21 595

16 311

1Q 2Q 3Q 4Q

2016

2015

+5.1%

+6.9%+7.0%

* ADT does not include positive leap year effect

1Q16 benefitted from positive leap year and

Easter calendar effect. Easter had

the opposite impact in the

2Q16.

2016 ResultsTraffic Evolution

+6.6%


A1; 46%

A2; 18%

A3; 10%A4; 7%

A5; 6%

A6; 4%

A9; 3%A10; 1%

A12; 3%

A13; 2%

A14; 1%

Positive growth across all network

Oporto

LisbonA2

A6A13

A12

A10

A9

A5

A1

A14

A4

A3

5.9%8.2% 7.1% 7.9%

3.9%

8.6%10.2%

8.0% 7.0% 7.7%

3.0%6.7%

Average Daily Traffic (ADT*)

* ADT does not include leap year effect

31 09314 634 18 373

28 476

64 916

5 06218 328

5 93319 355

4 111 4 30818 534

A1 A2 A3 A4 A5 A6 A9 A10 A12 A13 A14 BCR

2016 ResultsTraffic Evolution

| 13

A9 (due to increased overload of

IC17 / CRIL) and A2, A6, A10 or A13

(more seasonal and more associated

with leisure trips) presented higher

ADT growth rates

As expected, A5 (mainly a

commuter) and A14 (due to a landslide

that conditioned traffic during April

and May) had less expressive ADT

growth rates


ADT

YoY%

Breakdown of 2016 VKM (%)

\

432.9 427.5451.1

481.2

515.3

2012 2013 2014 2015 2016

Traffic

Toll

Revenue

2015 2016

ADT (organic) 7.2% 6.2%

Calendar effect -0.2% 0.5%

Others 0.0% 0.3%

Like-for-like 7.0% 7.0%

Mix effect -0.2% 0.1%

Tariff increase 0.0% 0.3%

Others 0.0% -0.3%

Total (toll revenue) 6.7% 7.1%

2016 was the 3rd consecutive year of strong traffic growth, with a 7% YoY increase

Toll revenue increased 7.1% in 2016, with performance above guidance (c. 6% as per 1H16 results presentation)

Leap year with a positive impact of 0.2%

Toll Revenues (M€)

7.1%

Strong top line growth, with toll revenues increasing 7.1% YoY

2016 ResultsOperating Performance (Toll Revenues)

Traffic & Toll Revenues (M€)


(M€) 2015 2016 YoY

Operating income 496.9 527.4 6.1%

Toll revenues 481.2 515.3 7.1%

Service areas 9.3 7.8 -15.8%

Other income 6.4 4.3 -32.9%

Operating expenses 123.1 125.7 2.1%

Supplies and services 120.4 122.7 1.9%

Personnel costs 1.6 1.7 7.6%

Other expenses 1.2 1.3 10.0%

EBITDA 373.8 401.7 7.5%

EBITDA Margin 75.2% 76.2% 1.0 pp

320.4 316.9

342.1

373.8

401.7

71.7% 72.1% 73.5% 75.2%76.2%

3,5%

4,0%

4,5%

5,0%

5,5%

6,0%

6,5%

7,0%

7,5%

275

295

315

335

355

375

395

415

435

2012 2013 2014 2015 2016

EBITDA EBITDA Margin

EBITDA and EBITDA Margin (M€; %)

7.5%

1.0 p.p.

Businessoverview

EBITDA increased 7.5% YoY to 401.7 M€

2016 ResultsOperating Performance (EBITDA)

EBITDA margin reached 76.2% in 2016 (the highest annual level since BCR inception), driven by a strong increase in

operating revenues together with an ongoing disciplined cost management


Capex is mainly related to pavement works in A2, A5, A6 and A14

Widening works underway in two sub-stretches (A1-Carvalhos/Santo Ovídeo and A4-Águas Santas/Ermesinde)

(M€) 2015 2016 YoY

EBITDA 373.8 401.7 7.5%


Capex 45.1 50.1 11.1%

New works 0.4 0.3 -33.1%

Widening works 13.5 18.1 34.2%

Major repairs¹ 26.7 27.7 4.0%

Other (equipment, supervision, etc)

4.4 3.9 -11.6%

EBITDA - Capex 328.7 351.6 7.0%

1 Under the framework of IFRIC12, major repairs are provision costs, not CAPEX

EBITDA – CAPEX (M€)

276.2288.0

315.1328.7

351.6

2012 2013 2014 2015 2016

Businessoverview

Strong cash-flow generation, with the increase in EBITDA more than compensating higher Capex

2016 ResultsCAPEX and Cash-flow generation (EBITDA – CAPEX)

7.0%


(M€) 2015 2016 YoY

Net financial results -101.6 -104.4 -

Financial income 1.5 0.3 -77.8%

Financial expenses 103.1 104.7 1.5%

Interest expenses 81.2 81.8 0.7%

IFRIC12 8.2 7.6 -7.3%

Other financial expenses 13.8 15.4 -11.7%

-127.4 -125.4 -118.9-101.6 -104.4

2012 2013 2014 2015 2016

Net Financial Results (M€)

WACD* & Fixed rate debt (%)

2016 ResultsFinancial Results

Annual average cost of debt continues on a downward trend, reaching 3.3%. Year-end WACD at 2.9%

Net financial results slightly worse, as a result of:

– Higher level of gross debt due to the prefunding of the 407.3 M€ bond redeemed in December 2016 (4.5% coupon)

– One-off impact from the call option exercise to early redeem the 120 M€ floating rate bond (that was to mature in June 2020)

– Lower financial income due to lower interest rates on cash deposits

Low interest rate risk exposure

Financial results impacted by higher pre-funding and one-off effects. WACD continued to improve

4.2% 4.4% 4.3% 3.7% 3.3%

79.1%68.2% 70.1% 69.9% 69.5%

2012 2013 2014 2015 2016

WACD % Fixed (YE)

-40 bps

| 17

* Weighted average cost of debt


27.7 27.5

41.8

79.5

91.7

2012 2013 2014 2015 2016

15.4%

(M€) 2015 2016 YoY

EBITDA 373.8 401.7 7.5%


Amort., deprec., adjust., prov. and reversals 162.0 169.1 4.4%

EBIT 211.8 232.7 9.9%

EBIT Margin 42.6% 44.1% 1.5pp


Profit before tax 110.2 128.3 16.5%

Income tax 30.7 36.6 19.3%

Net profit 79.5 91.7 15.4%

Net Profit (M€)

Businessoverview2016 Results

Net Profit

Profitability significantly increased, with net profit reaching 91.7 M€ (+15.4% YoY), backed by toll revenue

increase together with a disciplined operating and financial cost approach

Bottom line increased 15.4%, backed by higher toll revenues and cost control




Rating


2016 Results


Debt Structure

Wrap-up

Annexes

Index


MLT debt redemptions up to 2020 (M€)

BCR has plenty of funds and facilities in place to meet it’s forthcoming debt maturities:

Strong cash flow generation

(222 M€* in 2016)

225 M€ in undrawn committed credit

lines (all with highly rated international

banks)

118 M€ in cash

Smoother debt amortization profile,

with highest annual debt redemption

lower than 340 M€

No Bond redemptions in 2017

1

2

3

4

Solid liquidity position and low refinancing risk

Liquidity Position

Liquidity position

| 20

5

39 39 39 39

300

75 75

0

100

200

300

400

500

2017 2018 2019 2020

EIB Bonds Other

* Measured as the difference between Distributions and change in Net Debt


MLT debt amortization profile (M€)

Financial overview

BCR actively managed and smoothened its debt maturity profile

Debt profile

0

100

200

300

400

2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032

Other Bonds EIB

January: additional 75 M€ bank financing (150M€ total, with 50% maturing in 2019 and 50% in 2020)

March: 7-year 300M€ bond with a 2% coupon and redemption in 2023

June: 120 M€ floating rate bond (maturing in 2022) and early call exercise of the 120 M€ Bond 2020

November: Committed credit line in the amount of 50 M€

December: Bank financing in the amount of 50 M€

1

2

4

| 21

New financing transactions in 2016

3

5

4

Debt Breakdown

64%25%

11%

Bonds EIB Other

Gross debt: 2 216M€


\

342374

402

2014 2015 2016

1 8201 959

2 097

YE14 YE15 YE16

Financial overview

Conservative financial management and distribution policy

EBITDA (M€)

Net Debt (M€) Net Debt / EBITDA1 (active restriction)

5.38 5.30 5.25

YE14 YE15 YE16

TriggerLevel(Lock-up)Significant headroom

to lock-up

5.75x (up to YE18)

1 Inputs for this ratio may slightly differ from reported figures due to the adjustments made in order to reflect the CTA ratio definitions

Net Debt / EBITDA decreased from 5.30x to 5.25x, with net

debt increasing at a slower pace than EBITDA:

- Net debt increased 138M€ (7.0%), with distributions of 360M€

- EBITDA increased 7.5%

Headroom to lock-up levels remained at a significant level

+7.6%+7.0%

+9.3%

+7.5%

| 22

6.00x


Covenants and self-protective financial structure



Rating


2016 Results


Debt Structure

Wrap-up

Annexes

Index


Wrap-up

Solid financial position

Largest toll road operator

in Portugal

Strong operating

performance

Ring-fenced structure

| 24

Conservative financial

management and distribution policy

Above 50% Market Share

2016 results confirmed

positive trend

Credit protective financial structure

National coverage: includes the main road corridors with the highest importance in the Portuguese motorway network

37.2% of tolled network *

50.1% of travelled km*

* According to APCAP figures from YE2015

Comprehensive set of covenants

Trigger events and additional credit protective provisions

SPV with restrictions on nature of activities and intercreditorarrangements

EBITDA increased 7.5% YoY to 401.7 M€, supported by:

Strong increase in operating revenues and

Ongoing disciplined cost management

EBITDA margin at 76.2% in 2016, the highest level since BCR inception

Net profit up 15.4% to 91.7 M€

7.0 % YoY traffic increase, driven by a robust organic growth

Significant headroom to covenants lock-up levels

Strong liquidity position. No Bond redemptions in 2017

Investment grade rating, despite sovereign constraint




Rating


2016 Results


Debt Structure

Wrap-up

Annexes

Index


(M€) 2015 2016 YoY

Operating income 496.9 527.4 6.1%

Operating expenses 123.1 125.7 2.1%

EBITDA 373.8 401.7 7.5%

EBITDA Margin 75.2% 76.2% 1.0pp

Amort., deprec., adjust., prov. and reversals

162.0 169.1 4.4%

EBIT 211.8 232.7 9.9%

EBIT Margin 42.6% 44.1% 1.5pp


Profit before tax 110.2 128.3 16.5%

Income tax 30.7 36.6 19.3%

Net profit 79.5 91.7 15.4%

Increase in profitability led by strong top line and cost control

Annex2016 P&L


Solid balance sheet

Annex2016 Balance Sheet

| 27

(M€) 2015 2016 YoY

Assets 2 927.3 2 716.2 -7.2%

Non-current 2 665.7 2 562.6 -3.9%

… Intangibles 2 602.7 2 496.5 -4.1%

… Other 63.1 66.2 5.0%

Current 261.6 153.5 -41.3%

… Cash & Cash Equivalents 227.6 118.3 -48.0%

… Other 34.0 35.2 3.7%

Equity 474.8 208.1 -56.2%

Liabilities 2 452.5 2 508.0 2.3%

M/Long-term financial debt 1 612.0 2 028.4 25.8%

Short-term financial debt 545.6 172.6 -68.4%

Other 294.9 307.0 4.1%


Other concessions

Old Structure

Brisa (BAE)Parent Co

Main concession holderO&M Co

New structure

BrisaParent Co

Otherconcessions

Brisa O&MBCR

(Main concession holder)

O&M agreement

Greater ratings stability and predictability• BCR is ring-fenced from the remainder of the Brisa group

• Comprehensive set of covenants to limit maximum debt levels

Higher visibility of assets and cash flow• Clearer portfolio management approach, giving visibility over

the value of each business

Higher business unit efficiency• Better definition of priorities and objectives for each business

and increased level of specific and central skills

Improved concession agreement management• Maximization of the economic and financial potential, splitting

the assets from the servicing companies which do not revert to the State at the end of the Concession

• Focus on operations and relationship with the Grantor

Corporate reorganization took place in 2010

AnnexesCorporate Reorganization in 2010


Following the approval of the new Concession Contract, BAE worked with multiple stakeholders, including the Portuguese Government, EIB and other funders, supervisory and regulatory authorities and rating agencies, in its Corporate Reorganization process which led to BAE transferring its main concession to BCR and its operation and maintenance activities to Brisa O&M in December 2010:

| 28

BAEParent Co

Covenants• Comprehensive set of covenants, including historic and forward looking

financial covenants (ICR, Net Senior Debt / EBITDA, CLCR)

Trigger Events• No distributions if, inter alia, lock-up ratio tests are not met and

investment grade rating is not maintained

Additional credit protective provisions, such as:• Security: Pledge over shares in BCR and over BCR bank accounts

and assignment of concession agreement and other contracts

• Liquidity reserves: Debt Service Reserve Account equivalent to 12 months of interest and amortizing debt and Capex Reserve Account equivalent to 6 months of future capex

• Hedging Policy: Comprehensive set of terms regarding hedging transactions

• Governance: Minimum of 3 independent directors, who must approve distributions and contracts with Brisa entities

• Other: Restrictions on nature of activities and Intercreditor arrangements

Financial structure provides ample protection for creditors and has now more than 5 years of proven track record

AnnexesContractual Structure

Together with the transfer of the main concession to BCR, a ring fenced structure was set-up through a contractual framework (Common Terms Agreement – CTA), which is valid for the full life of the concession. This financial and legal structure provides additional credit protection:

Others (banks)

Bondholders

EIB

BCR SGPS

Intercreditoragreement

Common Terms Agreement

BCR

(1) (2)

(1) Pledge of shares of BCR(2) Pledge of company’s accounts

Additional information on annexes. Simplified organizational chart for illustrative purposes


70%

In addition to financial covenants, financial ratio tests also applied to determine whether distributions can be paid or additional indebtedness incurred

AnnexesKey features of the financial structure

Financial covenant definitions

Three financial ratios are defined in the CTA, which are used to set default tests, distribution lock-up tests and tests for the incurrence of additional indebtedness

Net Senior Debt / EBITDA

– The ratio of (i) Senior Debt less balances on BCR’s accounts, to (ii) EBITDA for last 12 months

Interest Coverage Ratio on a historic (“Historic ICR”) and forward looking basis (“Forward Looking ICR”)

– The ratio of Available Cashflow to Financing Costs

– Available Cashflow equal to (i) EBITDA, plus (ii) interest income, less (iii) tax paid, less (iv) net change in working capital, and (v) adjusted for the changes in the amount standing to the credit of the Capex Reserve Account

– Financing Costs equals interest and fees and hedging payments on Senior Debt

Concession Life Coverage Ratio (“CLCR”)

– The ratio of (i) net present value of the Available Cashflow until the scheduled expiry date of the Concession Contract and the amount standing to the credit of the Debt Service Reserve Account to (ii) Net Senior Debt


Trigger Event regime provides early warning system and leads to distribution lock-up


Trigger Event definitions

The CTA defines a series of Trigger Events, which are aimed at providing early warning signals to Senior Creditors

Trigger Events include:

– Breach of the Trigger level financial ratio tests

– Debt Service Reserve Account required balance, equivalent to 12 months of debt service, not being met

– Capex Reserve Account not being funded with an amount equal to the next 6 months of capex

– Any solicited rating falls below Baa3/BBB- or the company ceases to maintain 2 solicited ratings

No distributions can be made while a Trigger Event is outstanding, so as to conserve cash in the company

Following the occurrence of a Trigger Event, Senior Creditors have certain additional rights, aimed at helping them to try to get the problems giving rise to the Trigger Event resolved, including:

– Right of access to additional information

– Right to appoint an independent adviser to review the circumstances which have caused the Trigger Event and to propose a plan to remedy it



BCR’s financing structure will be a dynamic one, with new debt being raised and existing debt maturing and being refinanced on a regular basis

The CTA defines certain tests that must be satisfied for the company to be able to raise Additional Senior Debt, including that:

– Specified Net Debt / EBITDA ratios are complied with through to the end of concession (taking into account, if relevant, that the new debt raised will be used to refinance or cash collateralise existing debt)

– No more than €750 M (indexed) of debt may mature in any 2-year period and, during the last five years of the concession, no debt amount equivalent to more than 50% of EBITDA for the relevant year may mature in a single year

– No debt may mature later than 2 years before the end of the concession

– Hedging policy is complied with

– No Trigger Event or Event of Default is outstanding (taking into account, if relevant, that the new debt raised will be used to refinance or cash collateralise existing debt)

The providers of Additional Senior Debt are required to execute a Senior Creditor Accession Document so that they become parties to the CTA and ICA also

The CTA contains restrictions on BCR having debt other than Senior Debt, with a carve-out of €5 M for leases and hire purchase contracts

Additional Indebtedness Tests

Additional indebtedness tests protect on-going credit profile of BCR


Years before end of concession

Trigger/Addit Debt

Years before end of concession Default

Up to 22.0 6.50x Up to 20.0 8.00x

Up to 21.0 6.25x Up to 18.0 7.75x

Up to 20.5 6.00x Up to 17.0 7.25x

Up to 17.0 5.75x Up to 16.0 7.00x

Up to 16.0 5.50x Up to 15.0 6.75x

Up to 15.0 5.25x Up to 14.0 6.50x

Up to 14.0 5.00x Up to 13.0 6.25x

Up to 13.0 4.75x Up to 12.0 5.75x

Up to 12.0 4.25x Up to 11.0 5.50x

Up to 11.0 4.00x Up to 10.0 5.00x

Up to 10.0 3.50x Up to 9.0 4.50x

Up to 9.0 3.00x Up to 8.0 4.25x

Up to 8.0 2.75x Up to 7.0 3.75x

Up to 7.0 2.25x Up to 6.0 3.25x

Up to 6.0 1.75x Up to 4.0 3.00x

Up to 4.0 1.50x Up to 2.0 2.50x

Up to 2.0 1.00x

Net Senior Debt to EBITDA

Trigger/Addit Debt

Default

Historic ICR 2.25x 1.75x

Forward Looking ICR 2.25x 1.75x

CLCR 2.00x 1.80x

Leverage and coverage ratios valid for the life of the concession

Net Debt to EBITDA profile designed to ensure deleveraging over time

– Levels based on years before concession end to ensure flexibility if concession is extended

Ratios consistent with strong investment grade rating

De-leveraging profile


ICR and CLCR


brisa concessão rodoviária · registered in the commerce registry office of cascais under...

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