3i and Meag acquire locomotive rental company Nederlands Spoorwegen

Infra­struc­ture inves­tor 3i buys rail vehicle leasing company Disa Assets from Dutch state rail opera­tor Neder­lands Spoor­we­gen. Disa owns 54 diesel trains, which it leases to Abel­lio on a long-term basis. Follo­wing the purchase of the company, 3i has refi­nan­ced the Disa busi­ness with money from insti­tu­tio­nal inves­tors. Nothing is known about the value of the transaction.

The acqui­si­tion of Disa in the bidding process was closely tied to the successful refi­nan­cing of the leasing company. The new inves­tors include Meag Munich Ergo Asset Manage­ment, the joint asset mana­ger of Munich Re and the Ergo Group, and Sumitomo Mitui Banking Corpo­ra­tion (SMBC). The latter contri­bu­tes to the finan­cing mix with a tradi­tio­nal bank loan, while Meag invests in bonds issued by Disa. The refi­nan­cing replaces a Kfw-Ipex loan finan­cing at an early stage.

The asset mana­ger is looking for alter­na­tive long-term invest­ments in view of the low inte­rest rates that can be reali­zed on the capi­tal market. This is the second time that the subsi­diary of the two insu­r­ers has inves­ted in rail vehic­les. The risk-rela­­ted higher inte­rest rates on these assets result from the fact that the vehic­les can run for 24 years, but the public trans­port contracts that guaran­tee their use only run for 12 years. So the inves­tors are specu­la­ting that the vehic­les will be used again afterwards.

Abel­lio was awarded the conces­sion to operate the network in Central Germany in 2015 and has been opera­ting it since the end of 2018. With nine million train kilo­me­ters, the contract is one of the largest in German local rail passen­ger trans­port (SPNV). Abel­lio is also a subsi­diary of the Dutch state railroads.

Advi­ses 3i Euro­pean Opera­tio­nal Projects Funds: Ashurst (Frank­furt)
Dr. Bene­dikt von Schor­le­mer (Corporate/M&A), Derk Opitz (Finan­cing; both lead), Dr. Maxi­mi­lian Uibe­lei­sen (Infrastructure/M&A), Holger Mlynek (Infrastructure/Public Commer­cial Law), Dr. Philip Cavail­lès; Asso­cia­tes: Jan van Kisfeld, Jan Ischreyt (all Corporate/M&A)

Advi­sor Neder­landse Spoorwegen/NS Finan­cial Services
Clif­ford Chance (Munich): Markus Muhs (Lead; Corporate/Private Equity), Dr. Chris­tof Häfner (Banking), Thors­ten Sauer­he­ring, Dr. Domi­nik Engl (both Tax; the latter three Frank­furt); Asso­cia­tes: Dr. Wenzel Rich­ter, Konstan­tin Heil­mann (both Corporate/Private Equity)

Inhouse Law (Utrecht): Bart van Hors­sen, Michel Hoogen­dorn, Ronald Klein Wassink, Osman Aksoycan