20.5.2022
EN
Official Journal of the European Union
L 141/71
(114) Dr Ranalli’s certification report (‘the certification report’) lists the causes of Alitalia’s crisis referred to in the Turnaround Plan (49): (a) the independence of the company [Alitalia] against a backdrop of network carriers that, through the succession of mergers have achieved a critical mass to ensure an adequate level of competition; (b) the large-scale penetration of the domestic market by low-cost carriers compared to other European countries (external cause); (c) a small long-haul market share, despite unfulfilled demand; (d) the inefficient cost structure, which translates into an average CASK (50) of EUR [X.X] (resulting from a smallmedium haul CASK of EUR [XX.XX] and a long haul CASK of EUR [X.XX]) compared to the average figures of EUR 5,31 by long haul carriers and EUR 8,2 by network carriers (internal cause); and (e) the constraint on the development of long haul business as a result of the Joint Venture agreements regarding the North American routes (internal cause).
(115) The certification report (dated 28 April 2017) and a comfort letter (15 March 2017) positively certified the Turnaround Plan.
4.2.1.4.
T h e S t a n d s t i l l A g r e e m e n t (116) In January 2017 Alitalia, its main shareholder Etihad Investment Holding Company LLC and the financial creditors of Alitalia agreed on a conditional Standstill Agreement.
According to that agreement, ‘pending the finalisation of the updated industrial plan and the relevant certification by an independent expert in accordance with Article 76, paragraph 3, point (d) of the Italian Bankruptcy Law (...), the Company [Alitalia] requires time to identify, inter alia, the detailed activities to be carried out under the Industrial plan for the improvement of its equity, financial and commercial condition and to implement the main terms of the Financial Plan’.
The Standstill Agreement, amongst others, required Etihad’s granting of EUR 100 million subordinated shareholder loan, which was paid on 27 December 2016.
(117) During the finalisation of the Turnaround Plan, Alitalia approached its financial creditors and requested a moratorium to meet its financial obligations, on the terms and conditions set out in the Standstill Agreement.
The Standstill Agreement lasted until 31 March 2017 and included a weekly liquidity plan until the same date, demonstrating that, as a result of the Standstill Agreement and the actions included therein, the liquidity of Alitalia was ensured until 31 March 2017.
4.2.2.
Ex-post studies/documents
4.2.2.1.
T h e L e o n a r d o s t u d y (118) The extraordinary commissioners engaged an independent advisor, Leonardo & Co, to estimate the expected sales value of Alitalia’s operating units as described in recital 60.
They sought that estimate as the extraordinary commissioners are bound by law not to sell Alitalia below a market benchmark.
The study was commissioned on 14 September 2017.
On 16 October 2017 Leonardo & Co sent to the three extraordinary commissioners the results of its study (the ‘Leonardo study’).
(119) The Leonardo study dated 16 October 2017 aimed at estimating the sales value of the operating units of Alitalia on 1 May 2017, namely the start of the extraordinary administration.
The study examined the value of three possible batches: (i) sale of the aviation business (‘Lotto Aviation’); (ii) sale of the ground handling business (‘Lotto Handling’) and (iii) sale of both batches combined (‘Lotto Unico’ or ‘Single Lot’).
The sales value estimate of the Leonardo study is net of the attached liabilities of the assets on sale and excludes the liabilities prior to the extraordinary administration.
The valuation methodology used by Leonardo & Co estimates the value of Alitalia with a mixed method combining an asset-based method with a profit-based method.
Leonardo & Co considers that method as the most appropriate to estimate the value of a company in economic distress like Alitalia.
(49) Comfort letter of Dr Riccardo Ranalli dated 15 March 2017.
(50) Cost per available seat-kilometre.