IN A STUNNING DEVELOPMENT Hong Kong-based CK Hutchison Holdings has reached an in-principal agreement to sell all its ports and terminals outside China/Hong Kong to the Black Rock-TiL Consortium for US$22.8 billion.
BRTC comprises US-based global investment manager Black Rock, the associated Global Infrastructure Partners, and the MSC-owned Terminal investments Ltd.
The Consortium will acquire Hutchison Port Holdings’ 90% interests in Panama Ports Company, which owns and operates the ports of Balboa and Cristobal in Panama; and CK Hutchison’s 80% effective and controlling interest in subsidiary and associated companies owning, operating and developing a total of 43 ports comprising 199 berths in 23 countries, together with all HPH’s management resources, operations, terminal operating systems, IT and other systems, and other assets appertaining to control and operations of those ports (the “HPH Ports Sale Perimeter”).
The HPH Ports Sale Perimeter does not include any interest in the HPH Trust, which operates ports in Hong Kong, Shenzhen and South China, or any other ports in China.
The PPC Transaction will proceed separately on confirmation by the Government of Panama of the proposed terms of the purchase and sale. Acquisition of the HPH Ports Sale Perimeter will proceed on an expedited basis subject to the BlackRock-TiL Consortium conducting normal and usual confirmatory due diligence, settlement of definitive documentation, receipt of any necessary regulatory approvals, amongst others. The aggregate Enterprise Value for 100% of HPH Ports Sale Perimeter including the Panama Ports has been agreed at US$22.8 Billion. The allocation of transaction proceeds between the PPC Transaction and the HPH Transaction has also been agreed in principle. Fundamental and Essential Terms of the PPC Transaction and the HPH Transaction have also been agreed in principle, subject to definitive documentation.
The PPC Transaction definitive documentation is expected to be signed on or before 2 April 2025. Pending signature of the definitive documents CK Hutchison and HPH have entered into exclusive negotiation and non-disclosure arrangements with the BlackRock-TiL Consortium which will be given full access to information and documentation for purposes of conducting confirmatory due diligence. Speaking on behalf of BlackRock, chairman and CEO Larry Fink said: “This agreement is a powerful illustration of BlackRock and GIP’s combined platform and our ability to deliver differentiated investments for clients. These world-class ports facilitate global growth. Through our deep connectivity to organisations like Hutchison and MSC/TIL and governments around the world, we are increasingly the first call for partners seeking patient, long-term capital. We are thrilled our clients can participate in this investment.” Speaking on behalf of Global Infrastructure Partners (GIP), a part of BlackRock, GIP chairman and CEO Bayo Ogunlesi said: “We are delighted to partner with TiL and MSC, with whom we have a longstanding and productive relationship, to make an offer for certain interests in ports owned and operated by HPH. Given GIP’s substantial expertise in owning and operating ports, together with our partners, we can focus on our joint ambition for these assets to continue to be world-class ports operators which are competitive, efficient, commercial and service-focused.” Speaking on behalf of Terminal Investment Limited (TiL), chairman of TiL and president of the MSC Group Diego Aponte said: “Our relationship with Hutchison Ports goes back a long way and is a relationship of mutual respect and friendship. Furthermore, we are very pleased to partner with BlackRock and GIP, with whom we share a longstanding and terrific relationship. We have a very high regard toward the Hutchison Ports management team, and if this transaction closes, we look forward to welcoming them into our larger family. We are very focused on this industry, and we know that the investment in Hutchison Ports will be a very viable investment
commercially.” Speaking on behalf of CK Hutchison, Co-MD Frank Sixt said: “This Transaction is the result of a rapid, discrete but competitive process in which numerous bids and expressions of interest were received. As a result, the Transaction valuation agreed in principle is compelling, and the Transaction is clearly in the best interest of our shareholders. After adjusting for minority interests and repayment of certain shareholder loans due from HPH to CK Hutchison, the Transaction would be expected to deliver cash proceeds in excess of US$19 Billion to our Group. I would like to stress that the Transaction is purely commercial in nature and wholly unrelated to recent political news reports concerning the Panama Ports. It must be noted that, however, the Transaction does remain subject to confirmatory due diligence, settlement of definitive documentations, and normal and usual completion procedures, adjustments and conditions as well as compliance by HPH with the rights of minority shareholders under existing shareholders agreements relating to the Sold HPH Interests.”
DCN will provide further information and analysis on local implications shortly.
