1. Background and overview
Die Autobahn GmbH des Bundes (Autobahn GmbH) is a limited liability company (Gesellschaft mit beschränkter Haftung) owned by Germany, which has been operating the German motorway network since January 1, 2021. It employs around 15,000 people and administers an annual budget of roughly EUR10bn, making it one of the largest federal enterprises. Under Article 90 of the German Constitution (Grundgesetz), federal ownership is inalienable and any direct or indirect third-party participation in Autobahn GmbH (and its subsidiaries) is excluded.
To date, Autobahn GmbH has been financed exclusively from the federal budget (section 7(1) of the Infrastructure Company Establishment Act (Infrastrukturgesellschaftserrichtungsgesetz) (InfrGG)), on an annual basis, and has been expressly prohibited by statute from raising funds in the capital markets. The heavy goods vehicle (HGV) toll revenue, meanwhile, flows to Germany as toll creditor. This model is widely seen as a cause of chronic underfunding and a substantial maintenance backlog, particularly for bridges and tunnels.
The bill for the Act Amending the Financing of the Infrastructure Company for Motorways and Other Federal Trunk Roads (Gesetz zur Änderung der Finanzierung der Infrastrukturgesellschaft für Autobahnen und andere Bundesfernstraßen; InfrGFinÄndG) (the Bill) would amend the InfrGG, the Federal Trunk Road Toll Act (BFStrMG) and the Federal Highway Authority Establishment Act (FStrBAG). The first ministerial draft dated May 13, 2026 was followed in September 2026 by a revised draft agreed between the transport and finance ministries and a short stakeholder consultation.
On October 7, 2026, the Federal Cabinet adopted the Bill, which the Federal Transport Minister Steffen Bilger described as a “paradigm shift”. The government’s objective is to ensure reliable and sustainable financing for Germany’s federal trunk roads. This is also intended to provide greater planning certainty for federal trunk road projects; bridges, tunnels and roadways are constructed and maintained over many years and therefore do not fit within the cycle of a single budget year. Going forward, Autobahn GmbH’s financing is intended to rest on three pillars—user financing, budget funds, and debt financing.
The Bill was submitted to the Federal Council (Bundesrat) on October 9, 2026, designated as “particularly urgent” under Article 76(2) sentence 4 of the German Constitution, and introduced in the Federal Parliament (Bundestag) on November 2, 2026. The Bill is currently in the legislative process, and parliamentary amendments are likely (see section 5).
2. The future three-pillar model
Pillar 1: User financing
Autobahn GmbH would in part replace Germany as toll creditor, with public-law authority (Beleihung) to receive the toll, but only for the infrastructure-cost component of the HGV toll. This share amounts to c. 37% of total toll revenue. The remaining components (air pollution, noise and CO₂) stay with Germany or the respective municipality, as does the infrastructure-cost component on federal trunk roads administered by the Länder on behalf of the Federation or for which a municipality is responsible.
The Federal Office for Logistics and Mobility (Bundesamt für Logistik und Mobilität or BALM) would remain the collecting authority and pass on Autobahn GmbH’s share after refunds and statutory deductions. Net of statutory deductions, the government projects Autobahn GmbH’s share to reach EUR4.59bn (2028), EUR4.38bn (2029) and EUR4.37bn (2030). The revenue would be earmarked for motorway infrastructure, including operation, planning, financing and administration. Toll rates would continue to be set by Germany.
The legal vehicle to transfer revenue would be a new statutory public-law usufruct right (öffentlich-rechtliches Nutzziehungsrecht, draft section 5a InfrGG) to collect the toll (hereinafter also referred to as Toll Right), transferred to Autobahn GmbH until December 31, 2057 as a contribution in kind to its capital reserve, without any payment obligation. According to the explanatory memorandum to the Bill (the Memorandum), Autobahn GmbH could nonetheless recognise the Toll Right as an asset at its capitalised earnings value (Ertragswert) in its HGB balance sheet. The Toll Right would be limited to toll collection, could not be assigned, encumbered or sold, and would transfer no ownership of the motorways. The Toll Right would be subject to the risk that the legislator may terminate it earlier at any time by statute (see section 4.3).
Pillar 2: Budget funds
Under proposed section 7(1a) InfrGG, Germany “may” grant additional budget funds. An earlier draft had still provided that Germany “shall” provide budget funds, but the Bill replaces this with a discretionary provision. Budget funds could not be used to pay interest or repay debt. At the same time, according to the Memorandum, federal budget allocations to Autobahn GmbH would be reduced by the amount of toll revenue allocated to it, and its non-investment costs would no longer be included in the federal budget.
Pillar 3: Debt
Autobahn GmbH would be expressly empowered to raise loans and issue bonds in the capital markets. Proceeds could be used only for investment (new construction, upgrades and maintenance, including bridge modernisation) and related planning, with bank overdraft facilities (Kontokorrentkredite) as the only exception. There would be no statutory monetary cap, but the Memorandum (but not the Bill itself) states that borrowing must be limited to a level at which debt service can be met exclusively from available toll revenue. Debt raised before January 1, 2028 would have to provide contractually that interest and principal fall due no earlier than that date.
3. Governance and fiscal classification
Autobahn GmbH would prepare a five-year Finance and Measures Plan, which would require approval by the transport ministry and be submitted to the Federal Parliament (Bundestag) for information. The existing consent requirement of the Budget and Transport Committees would be abolished. The management of the external indebtedness would lie solely with Autobahn GmbH, and the ministry’s approval as shareholder would not give rise to any financial liability of the Federation.
According to the Memorandum, the Finance and Measures Plan also serves as an indication of the amount of debt to be raised. Autobahn GmbH would be likely to become a taxable person for VAT purposes in respect of its toll share and, according to the Memorandum, become subject to income taxes (estimated at around EUR100 million p.a. for 2028 to 2030).
According to the Memorandum, Autobahn GmbH would remain a non-market producer, as it is expected to cover less than 50% of its costs from own revenue and has no influence on toll pricing. As a result, its debt is likely to be attributed to the general government sector under the European System of National and Regional Accounts (ESA) 2010. The Memorandum also states that the structure complies with Articles 90 and 115 of the German Constitution.
4. Implications for lenders and bond investors
4.1 Recourse and insolvency
Recourse of lenders and debt investors would be limited to Autobahn GmbH and its toll revenue stream, which the Memorandum describes as the sole assurance for creditors. Germany would assume no debt service, directly or indirectly, and would not provide any security, sureties, guarantees or letter of support (Patronatserklärung). The Memorandum also states that even short-term use of federal funds to temporarily repay Autobahn GmbH’s loans would be prohibited. The scope for providing collateralised financing to investors is limited: neither the motorways nor the Toll Right could be encumbered, and share pledges would likewise be excluded.
It remains open whether the pay-out claims against BALM can be assigned or pledged. In addition, Autobahn GmbH would have to contract in its own name with all its construction contractors in the future and assume current contracts from the Federation (currently estimated at 14,000 construction contracts) so that claims of its contractual counterparties would rank pari passu with claims of lenders and bondholders.
As a German limited liability company (Gesellschaft mit beschränkter Haftung), Autobahn GmbH is not exempt from insolvency under section 12 of the Insolvency Code (Insolvenzordnung, the Insolvency Code). Illiquidity or over-indebtedness would oblige Autobahn GmbH’s managing directors to file for the opening of insolvency proceedings under section 15a of the Insolvency Code, and ordinary insolvency proceedings would follow.
Restructuring options are limited, as debt financing must not lead to any participation of lenders, so that neither convertible loans nor a debt-to-equity swap would be available. Any restructuring would therefore have to take place at the level of the debt itself, for example by majority resolution of bondholders under the German Bond Act (Schuldverschreibungsgesetz) (SchVG) (see section 4.7) or through a restructuring plan under the Corporate Stabilisation and Restructuring Act (Unternehmensstabilisierungs- und -restrukturierungsgesetz) (StaRUG). In a distress scenario, Germany would nonetheless retain legislative control over Autobahn GmbH’s principal revenue source (see section 4.3).
4.2 Toll revenue
The toll share, as the main source of revenue and debt service of Autobahn GmbH, would be earmarked not only for financing but also for operation, planning and administration, and the Bill establishes no statutory ranking giving debt service priority over these purposes.
The Federal Commissioner for Efficiency in Public Administration has described the Toll Right as “hollowed out”; for creditors, what matters is the toll revenue stream itself. The Bill does not appear to address whether the individual toll receivables, as opposed to the Toll Right, could be assigned or pledged. The answer will determine whether secured structures, such as receivables financing or controlled accounts, are legally available; this is one of the key aspects that remains to be clarified in the legislative process (see section 5.1).
BALM would also be able to set off toll refunds against Autobahn GmbH’s toll share, and to net Autobahn GmbH’s share of toll system operating costs against the pay-out. The remaining toll share is allocated to Autobahn GmbH by statute (draft section 11(3) BFStrMG), but the Bill does not set out when BALM must pay it out. As payment to BALM discharges toll debtors also vis-à-vis Autobahn GmbH, Autobahn GmbH would bear the timing risk of BALM’s pay-out process.
4.3 Legislative risk
The key risk for investors is that the revenue stream arising from the Toll Right will be reduced in the future. The legislator is able to modify or end the Toll Right, and with it Autobahn GmbH’s toll-creditor status, by statute at any time, as the Memorandum expressly confirms. The Toll Right expires on December 31, 2057 unless extended by statute. Short of termination, Germany can lower toll rates, change the split of toll revenue between itself and Autobahn GmbH or adjust other toll parameters without touching the Toll Right. The Bill provides for no compensation mechanism in favour of creditors, which makes contractual change-of-law protections all the more important (see section 4.8).
4.4 Refinancing and tenor
Debt proceeds could be used only for investment and related planning, with overdraft facilities (Kontokorrentkredite) as the only exception (see section 2). According to the Memorandum, debt is not to be used for current expenditure or “other financing needs”, while overdraft facilities serve to bridge liquidity shortfalls. The Bill does not address refinancing.
The Memorandum’s exclusion of “other financing needs” could be read as also excluding the use of new debt to repay maturing debt. It is therefore unclear whether Autobahn GmbH may issue new debt to repay maturing debt, and whether a committed revolving credit facility would qualify as an overdraft facility. As Autobahn GmbH cannot raise equity from third parties and may not use federal funds to service or repay its debt (see section 4.1), this creates a refinancing risk for creditors. In addition, the expiry of the Toll Right on December 31, 2057 (see section 4.3) effectively caps the tenor of any debt.
4.5 Credit rating
Autobahn GmbH has no credit rating yet. The features set out in sections 4.1 to 4.4 will weigh on its standalone credit profile. While the Bill excludes any federal support (see section 4.1), Autobahn GmbH is wholly owned by Germany, performs a constitutional task and, according to the Memorandum, is classified in the general government sector. Rating agencies are therefore likely to treat it as a government-related entity and to reflect expected extraordinary support, but a rating equal to that of the Federation would likely be difficult to justify. This distinguishes Autobahn GmbH from issuers benefiting from an explicit federal guarantee, such as Austria’s Autobahnen- und Schnellstraßen-Finanzierungs-Aktiengesellschaft (ASFINAG) and KfW.
Autobahn GmbH will more likely be compared to Deutsche Bahn AG, which is also wholly owned by Germany and performs a constitutional task and operates without a federal guarantee. Deutsche Bahn AG has been awarded a long-term credit rating of AA+ by S&P and Aa1 by Moody’s, which is slightly below the credit rating of Germany, but it has to be noted Deutsche Bahn AG operates with a much more diverse revenue mix and has been in existence for more than thirty years. It remains to be seen whether Autobahn GmbH will achieve a credit rating similar to Deutsche Bahn AG although its main source of revenue is subject to legislative risk (see section 4.3).
4.6 Credit support and the role of a federal guarantee
The proposed financing structure raises the question whether lenders and bond investors will regard Autobahn GmbH as sufficiently creditworthy without federal credit support. Relevant considerations include the absence of a federal guarantee or other binding support, limited enforceable security, the restriction of the toll allocation to the infrastructure-cost component of the HGV toll, the statutory and time-limited nature of the Toll Right and the absence of statutory priority for debt service (see sections 4.1 to 4.4).
The Federal Commissioner for Efficiency in Public Administration expressed particular concerns in an opinion dated September 24, 2026. In the Federal Commissioner’s view, the non-transferability of the Toll Right could prevent creditors from enforcing against Autobahn GmbH’s entitlement to toll revenue under section 851(1) of the Code of Civil Procedure and could exclude that entitlement from the insolvency estate under section 36(1) of the Insolvency Code.
Creditors’recourse could therefore be limited to Autobahn GmbH’s available current revenue, which the Federal Commissioner considers potentially uncertain and cyclical. The Memorandum, by contrast, assumes that the Toll Right can be recognised as an asset in Autobahn GmbH’s balance sheet despite its non-transferability (see section 2).
Against this background, Autobahn GmbH’s access to debt financing is likely to depend substantially on the market’s assessment of potential extraordinary federal support. Its federal ownership and constitutional public task may support an expectation that the Federation would seek to prevent an insolvency.
The Federal Commissioner similarly assumes that the Federation would ultimately continue to bear the financial risk. For creditors, however, such support would not be enforceable and would require a future political and budgetary decision, as the Bill expressly excludes federal guarantees, an assumption of debt service and the use of federal budget funds for repayment.
The absence of explicit federal credit support is therefore likely to result in some rating and pricing differentiation between Autobahn GmbH and Germany, depending, inter alia, on the weight attributed to its public mandate and federal ownership. Funding costs may accordingly exceed federal borrowing costs.
The Memorandum states that the structure is intended to ensure a clear separation of the financial responsibilities of the Federation and Autobahn GmbH. At the same time, according to the Memorandum, Autobahn GmbH would remain a non-market producer within the general government sector under ESA 2010, so that its debt would continue to count towards Germany’s general government debt (see section 3). Austria’s ASFINAG follows a different model: although its debt benefits from a sovereign guarantee (see section 4.9), it is classified as a market producer outside the general government sector, as it finances itself predominantly from toll revenues.
This raises the policy question whether a federal guarantee or other calibrated credit support could improve financing terms while preserving the intended allocation of financial responsibility. The Federal Commissioner has recommended considering federal guarantees, subject to state aid and competition law, noting that guarantees are not themselves subject to the substantive borrowing limits under Article 115(2) of the German Constitution and could bring funding costs closer to those of the Federation.
For investors from the financial sector, the absence of a federal guarantee also determines the regulatory treatment. Were the Federation to guarantee Autobahn GmbH’s debt, banks could by way of credit risk mitigation, treat the guaranteed exposures as exposures to the central government (0% risk weight) and the instruments could qualify as Level 1 liquid assets under the LCR Delegated Regulation (EU) 2015/61. Without a guarantee, any preferential treatment would depend on Autobahn GmbH qualifying as a public sector entity (Article 4(1)(8) CRR), which would require further analysis; in that case, a 20% risk weight and Level 2A treatment could be available subject to the application of further criteria.
4.7 Capital-markets access and disclosure requirements
Despite its federal ownership, Autobahn GmbH would not benefit from the exclusions from the scope of the EU Prospectus Regulation available to sovereign issuers. The exclusions for non-equity securities issued by a member state and for securities unconditionally and irrevocably guaranteed by a member state (Article 1(2)(b) and (d) EU Prospectus Regulation) would not apply to Autobahn GmbH, as it is a private-law company and Germany would not provide any guarantee. A public offer of securities with a denomination below EUR100,000 or admission to a regulated market would therefore require an approved prospectus, typically a base prospectus under a debt issuance programme.
The risk factors in such a prospectus would need to address in particular the absence of any federal support, Autobahn GmbH’s insolvency capacity and the legislative risk to its toll revenue (see sections 4.1 and 4.3). Following admission to trading on a regulated market or MTF, Autobahn GmbH would also be subject to the market abuse regulation.
German law bonds issued by Autobahn GmbH would be subject to the SchVG, as the exemption for bonds issued by or benefiting from the liability of the Federation (section 1(2) SchVG) does not apply. The terms and conditions could therefore provide for amendments by majority resolution of bondholders, including extensions of maturity and reductions of principal (section 5 SchVG) as is market standard for bonds issued by other German corporates.
4.8 Contractual protections
None of the contractual mechanisms described below resolves the structural problem of the model: there is neither a federal guarantee nor any enforceable security. If the debt were accelerated, whether following an event of default, a mandatory prepayment event, the exercise of a put right or on any other ground, there would be no pool of assets to which creditors could have recourse. The mechanisms set out below therefore mitigate this risk, but do not eliminate it.
Within these limits, contractual protections will nonetheless carry particular weight. They cannot bind the legislator, but they can price legislative risk, provide creditors with an early exit and preserve equal treatment among creditors.
Key points include:
Toll-creditor status as a trigger: the failure to establish the Toll Right by January 1, 2028, its termination or expiry before maturity, or the loss of toll-creditor status should constitute an event of default. For bonds, the right to accelerate would be subject to any collective provisions under the SchVG, such as a minimum quorum for termination notices of up to 25% of the outstanding bonds (section 5(5) SchVG).
Legislative change event: beyond the loss of the Toll Right, given that any debt incurred by Autobahn GmbH will be sized on the basis of the expected toll revenue, a “Legislative Change Event” should be included in the financing documentation to capture any amendment to the InfrGG, the BFStrMG or any toll regulation that (i) reduces Autobahn GmbH’s share of toll revenue, (ii) changes the allocation of toll components between the Federation and Autobahn GmbH, (iii) restricts the application of toll revenue to debt service, or (iv) transfers Autobahn GmbH’s tasks to another entity, in each case triggering a mandatory prepayment (loans) or a put right at par (bonds).
Transfer of mandate: since a change of control is constitutionally excluded, the relevant protection creditors will expect is a transfer-of-mandate clause: an event of default should occur if the Toll Right or Autobahn GmbH’s core tasks are transferred to another entity without that entity assuming Autobahn GmbH’s financial indebtedness by operation of law or contract.
Cash-flow protections: the Memorandum’s expectation that debt service can be met from toll revenue alone, with budget funds expressly being prohibited to be used for this purpose, could be made enforceable through an incurrence test, for example based on net debt to toll revenue. A debt service reserve account, which in practice could only be funded from toll revenue, would bridge temporary shortfalls in toll pay-outs, for example due to a traffic downturn, a tariff change or delay in BALM’s pay-over process. A contractual waterfall could rank debt service ahead of new investment, consistent with the statutory earmarking, which expressly covers financing costs, but not ahead of essential operation, given Autobahn GmbH’s statutory mandate and the Federation’s continuing responsibility for the network.
Maintenance cover ratio: beyond an incurrence test, a maintenance debt service cover ratio (toll revenue after statutory deductions and essential operating costs, divided by scheduled debt service), with a lock-up threshold for new borrowing and a lower default threshold, would address the declining revenue trajectory projected in the Memorandum.
Rating covenant and step-up: since the pricing for the financing will heavily depend on Autobahn GmbH’s credit rating, an undertaking to maintain a public credit rating, combined with a margin or coupon step-up on downgrade, could align pricing with Autobahn GmbH’s standalone credit profile.
Pre-2028 structuring: debt raised in 2027 will require deferred debt service mechanics (for example delayed interest payment dates or delayed-draw structures), with a mandatory prepayment or long-stop event of default if Articles 2 and 3 of the Bill have not entered into force by January 1, 2028, with any resulting payment falling due no earlier than that date (draft section 7(1a) sentence 5 InfrGG).
Tenor and tail: final maturities should fall well before December 31, 2057, with an amortisation profile or cash sweep in the years preceding expiry of the Toll Right, and with protection against the 2050 evaluation resulting in non-renewal and a resulting refinancing risk.
Information undertakings: reporting should cover the five-year Finance and Measures Plan, the annual report on the status and costs of projects, BALM pay-out and prompt notice of any legislative or regulatory initiative affecting the toll share.
In practice, bond documentation for public sector issuers tends to be light on covenants. Several of the mechanisms above, such as maintenance ratios, lockups and cash sweeps, are unlikely to be included in bond documentation which typically only includes negative pledge and event of default provisions and sometimes also rating step-up and information undertakings. How far bond investors will require more extensive protections will largely depend on the credit rating and legal protection of the revenue stream arising from the Toll Right.
4.9 Brief comparison: ASFINAG and APRR
Austria’s ASFINAG, a wholly state-owned motorway company financed from user charges, and Autoroutes Paris-Rhin-Rhône (APRR), a French motorway concessionaire indirectly owned by private shareholders, are natural reference points. The key legal differences lie in the legal basis and protection of the revenue right and in credit support:
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