A&O Shearman advises on new sustainability-linked bond by Aeroporti di Roma

The bond pays a fixed annual coupon of 3.625%. The notes were issued under Aeroporti di Roma's Euro Medium Term Note (EMTN) programme and will be listed on the regulated market of the Irish Stock Exchange.

The issuance links the cost of debt to the achievement of specific sustainability performance targets (SPTs) tied to key performance indicators (KPIs) relating to both the achievement of net-zero CO2 emissions directly controlled by ADR (Scope 1 and 2) by 2030 and the reduction of Scope 3 emissions per passenger from aircraft during taxiing, take-off, and landing (landing and take-off), both with reference to Fiumicino airport.

ADR is among the few airports worldwide to have committed to reducing Scope 3 emissions linked to aviation sources. In the event of failure to achieve one or more SPTs, a step-up will apply to the three coupons payable in 2032, 2033, and 2034: specifically, (i) a step-up of 20 bps per year if only one SPT is not achieved, or (ii) a step-up of 25 bps per year if both SPTs are not achieved.

The A&O Shearman team on the transaction was led by partner Cristiano Tommasi, assisted by counsel Sarah Capella, associate Marco Mazzurco, and trainee Lisa Avitabile. Elia Ferdinando Clarizia, counsel, handled the tax aspects.

Cristiano Tommasi, partner, commented: “This transaction confirms the relevance of the sustainability-linked bond market as a preferred instrument for companies seeking to combine financing strategies with long-term sustainability objectives. The Aeroporti di Roma placement reflects the maturity achieved by this segment and the ability of Italian issuers to attract international capital through financial structures aligned with the highest ESG standards.”