Spain to Set Conditions on Asset Sales, Hostile Bids for Repsol

Repsol SA won protection from Spain in a new law that lets the government put conditions on asset sales or hostile bids for pipeline and refinery owners.

Jose Manuel Soria’s Industry Ministry must be notified of offers so that it may impose requirements on purchases of those assets if they give a buyer influential or significant power over the facilities, according to the law published this month. Repsol owns five refineries in Spain, and Cia de Petroleos SA, or Cepsa, owns three and is likewise covered.

The government may not outright veto any deal. The law, published in the Federal Bulletin, says the Industry Ministry can condition bids that represent a “real and grave threat” to power, gas and oil supply activities. The bulletin does not specify what those conditions may be.

The “grave threats” may imply a physical disruption of fuel supply at reasonable prices, or a buyer’s capacity to maintain its investment, which may be threatened by high debt levels, according to the bulletin.

Previously, the government’s power to set conditions on energy transactions didn’t extend much beyond power and gas transportation, nuclear plants and regasification plants. These were considered regulated activities by the National Commission of Energy, which is set to merge with the Telecommunications Market Commission in the larger National Markets Commission.

At the same time, companies such as Repsol and Cepsa will have to notify the ministry when buying assets or stakes in other companies if they entail a “large impact” on the company itself. While Repsol’s shares are widely held, Cepsa is entirely owned by International Petroleum Investment Co. of Abu Dhabi.

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