As L’Espresso writes, the search decree hypothesizes for the professor and lawyer Stefano Ambrosini and the colleague Francesco Rocchi (the third commissioner, Vincenzo Ioffredi, to date is extraneous to the investigation) serious crimes, like the corruption in judicial acts. Not only that another high profile professional like him is investigated with them Corrado Gatti, which – in the Astaldi arrangement – covers the function of an independent entity that must attest to the soundness of the arrangement plan. Furthermore, the Public Prosecutor states that "the assessment of the facts aims to ensure that the entire procedure is kept free of any possible offense, where applicable, and in any case from any possible doubt in this regard. These investigations relate to specific conduct of natural persons and do not involve the activities still in progress of the company ".
Read also Astaldi, the bailout is all on the shoulders of the bondholders
Translated: the judges do not want to put the operation at risk, but they want all the steps to take place in the name of fairness. Just what the bondholder committee asks: only last week, in fact, the bondholders of the company had raised many exceptions on the numbers of the plan, claiming that they tell a very different scenario from that attested by Gatti. For this reason the Committee had sent a letter with its remarks to the Commissioners, asking for a meeting. From their point of view, the hypothesis of corruption for which the two commissioners and the assessor are investigated would explain many things starting with different reading of the numbers: the plan validated by Gatti estimates a repayment for bondholders equal to 38% of the invested capital, while the committee's accounts stop, at best, at 25%.
In the crosshairs of the magistrates there would also be the compensation of the 3 commissioners: 25 million euros plus an expense fund of another 21 million. The phone calls intercepted by the prosecutor's office, in which we often talk about money, would highlight the absence of third parties also because it is Gatti himself – who also sits in the board of Intesa Sanpaolo, one of the group's main creditors – who has to propose compensation for the commissioners .
In detail, the disputes of the bondholder committee start from valuation of the equity component. According to the committee, applying to Ebit 2020 – indicated in the plan at 99 million euros – a multiple of six times (the same as Hochtief, a giant of the market) and adding the net financial position we get one billion euros for the component share offer. Translated: for bondholders the recovery would be about 43 million euros, less than 5% and far from the 16% declared in the offer.
The claims to the plan also show that Astaldi's market value is now around 66 million euros and the current shareholders will receive 6.5% of the new company: if indeed the value was one billion, the share would be worth exactly 65 million euros. Moreover, at these market values, Salini would pay 225 million for a controlling stake of 65% which is – according to the evaluations of the committee – 650 million euros.
Add to this the fact that the company has estimated that "the unsecured creditors become Astaldi shareholders with a total percentage of 28.5% of the capital", but in the notes to the plan it is stated that the quota "does not reflect the effects of the possible financing warrants by Astaldi's lenders, nor the impacts deriving from the possible exercise of the anti-dilutive warrants by Salini Impregilo ". As if to say that by exercising their options Salini and the banks could rise again in capital by protecting their shares at the expense of the bondholders that would be further diluted.
If the conversion of bonds into shares is full of unknowns and contradictions, the collection of 22% of the bonds seems even more problematic. Activities in Venezuela are valued at 121 million euros, but are continually adjusted: in February they were at a fair value of 203 million euros and even in the report attached to the proposed composition there is not a certain skepticism about their future. The risk is that the quota will be reset.
Another question mark concerns the Turkey: in the letter to the commissioners, the bonholder committee will write that in the best case scenario, the sale of the Bosphorus Bridge will bring 192 million euros (a penalty of 100 million and the right of first refusal of the Turks of Ictas weighs on the sale); but there are doubts also about the other assets. Highways such as the Ankara campus are closely linked to geopolitical tensions and the Kurdish war. Therefore, in the bondholder accounts, the real recovery is around 23% against the 38% presented in the report.