Since 2006, Ferrovial S.A., has been the largest shareholder of London Heathrow Airport (LHR), the world’s most connected airport according to OAG’s Megahubs 2023 report. The UK hub was acquired as what was then a group of airports under BAA Ltd for £8.7 billion.

On November 28, Ferrovial announced that it had agreed to sell 10% of Heathrow Airport to Saudi Arabia’s Sovereign Wealth Fund (SWF) more commonly referred to as Public Investment Fund or PIF. In the same announcement, 15% of Heathrow Airport was sold to French private equity and asset management firm, Ardian.

Luke Bugeja, CEO of Ferrovial Airports said in a statement: “Over the past 17 years, we have been contributing to Heathrow’s transformation, together with our fellow shareholders, achieving some excellent milestones. Most notably, overseeing an investment of £12 billion, expanding capacity with the construction of Terminal 2 and improving operational performance.”

Valuation Trends

The value of the combined 25% stake to be sold was reported to be £2.37 billion (US$3 billion). Indicatively, this implies that LHR was valued at £9.47 billion by virtue of these two latest transactions. By comparison, the first 5%, 5.72%, and 10.62% stakes sold in 2011 and 2012 by Ferrovial were transacted at less than half of these latest valuations.

Furthermore, these increases in the equity value of Heathrow Airport have been achieved even as the total debt at the company level has more than doubled. It has gone from £7 billion to £16 billion in the 17-year time period even as the total number of airports tied to these debts decreased.

Change of Control?

Intriguingly, whilst most of the initial news focused on the identity of the new investors and the price paid, a flurry of UK-based reporting on December 10 then raised the possibility that either Qatar’s SWF, the Qatar Investment Authority, or more likely the Saudi PIF could indeed emerge as a new, controlling shareholder replacing Ferrovial.

Two main reasons were mentioned: Firstly, Ferrovial noted in its press releases that other existing shareholders also had the option to sell their stakes to the new buyers at the same price (i.e. tag-along rights). Secondly, a few media outlets reported anonymous sources claiming that at least one shareholder would be keen to sell their stake at those reported valuations.

Private Equity in Major Airports

Qatar’s QIA already has a 20% stake in LHR and may emerge as its single largest shareholder. Only one financial newspaper mentions that Ardian counts the Saudi PIF as an investor, client, and limited partner in the former’s funds. This was perhaps an additional allusion to the headlines from the UK press that Saudi’s PIF may well emerge as the direct or perhaps even indirect largest, if not control, shareholder.

In much smaller transactions, other SWFs have been suggested to have been, or still are, significant investors in funds managed by existing shareholders of London Gatwick (LGW), London Luton (LTN), and London City (LCY) airports.

While it remains to be seen how Heathrow’s shareholding develops, it is certainly of note that the world of private equity may be a factor. Private equity has been commonplace for decades in industries such as hotel chains, hospitals, and toll roads, though eventual ownership is less immediately obvious. It may now finally rise to prominence in the world of airports.

[Khair Mirza is a highly experienced board-level executive who has fulfilled CEO, COO, CFO, and CCO roles for both public-listed and private firms. He has also had owner, adviser, and bank restructuring roles in Singapore, Malaysia, and Türkiye among others. In the past 5-6 years, he has advised/filled roles in Corporate VC, PE advisory, and VC operations in addition to M&A and strategic advisory.]