* Duo agree 19 euros per share deal with U.S. fund GIP
* Gas Natural shares close 18.51 euros
* Repsol, Criteria to retain combined 44 pct stake
* Companies to forge new agreements on board and governance
(Adds detail, background)
MADRID, Sept 12 Spain's Repsol and
Criteria Caixa have agreed a 3.8 billion euro ($4.27 billion)
sale of a combined 20 percent stake in Gas Natural to
U.S. fund Global Insfrastructure Partners (GIP).
The New York-based infrastructure fund will pay 19 euros a
share for the stake, the companies said, above Monday's closing
price of 18.51 euros.
Criteria, the industrial holding company that owns Spanish
lender Caixabank, and oil group Repsol will sell 10
percent each while retaining stakes of 24 percent and 20 percent
Repsol, which is under scrutiny from ratings agencies over
its 11.7 billion euros of debt at a time of weak oil prices,
said it stands to make a 246 million euro capital gain from the
Criteria and its banking unit, meanwhile, have been under
pressure to boost their solvency ratios amid a regulatory
crackdown, and both were among the weakest links in Europe-wide
stress tests in July.
Criteria said it would make a gain of 218 million euros from
its Gas Natural stake sale and that its core capital ratio would
be boosted by 1.65 percentage points.
The sale is expected to close by the end of September and
the stakes retained by Repsol and Criteria will allow them
continue to benefit from Gas Natural's hefty dividend payouts.
The deal with GIP, which is already present in Spain through
a 24 percent holding in renewable energy group Saeta Yield
, brings an end to a shareholder pact between Repsol and
Criteria Caixa from 2000.
But the deal is still conditional on a series of new
agreements over corporate governance between the three Gas
Natural investors, including the make-up of the 17-strong board.
Criteria will have four board members, with three each for
Repsol and GIP. Their representation gives the trio of companies
close to the two thirds of votes needed to approve dividend
Gas Natural said in May that it would ensure 70 percent of
its profits were destined for dividends over the next four
The terms of the deal give largest investor Criteria the
right to name the non-executive chairman of Gas Natural, with
Criteria Chairman Isidro Faine seen as a potential candidate to
succeed the gas company's 80-year-old Salvador Gabarro.
($1 = 0.8898 euros)
(Reporting by Carlos Ruano and Sarah White; Editing by David