On board for expansion
Sustainable growth
"We are delighted to be working with our fellow shareholders, the Heathrow management team and the UK authorities on our shared ambition to deliver sustainable growth of this iconic infrastructure. Investment in Heathrow will deliver economic benefits across the entire country."
Mathias Burghardt
Executive Vice-President
and Head of Infrastructure
Ardian
Seizing
the opportunity
Heathrow, Europe’s busiest airport, is entering a new phase of growth.2 In June 2018, the UK Government voted in favour of a third runway. While initial expansion plans were delayed due to the COVID pandemic, Heathrow has since rebounded strongly with one of the fastest traffic recovery rates compared to those of other key hub airports globally. Heathrow airport saw a total traffic of 84m passengers in 2024, which is a record level for the airport and c. 4% higher to 2019 traffic of 81m passengers.
In January 2025, the UK Government announced its support for the third runway, noting that the third runway will “unlock further growth, boost investment, increase exports, and make the UK more open and more connected” and that “we can get flights off within a decade”.
Recognising the potential, Paris based investment firm Ardian acquired a significant stake in Heathrow. Through two acquisitions in late 2024 and mid 2025—both advised by RBC Capital Markets—it secured a 32.6% interest in the airport.
The deal unfolded across two phases. In December 2024, Ardian completed the acquisition of a 22.6% stake in Heathrow’s holding company, FGP TopCo Limited (“TopCo”). At the same time, Saudi Arabia’s Public Investment Fund (PIF) separately acquired a 15% stake.
Following Heathrow’s strong 2024 traffic performance, Ardian acquired an additional 10% stake from Ferrovial and other TopCo shareholders, bringing its total ownership in Heathrow to 32.6%, further solidifying its position as the largest shareholder in the airport.
The first combined transaction had a value of £3.26bn and the second acquisition was valued at around £870m. Each representing a total 100% equity value for Heathrow of £8.7bn and an implied enterprise value of over £25bn. Ardian and its co-investors funded the acquisitions entirely through equity, reflecting a prudent capital structure and a strong signal of global and institutional confidence in UK infrastructure.3
Accelerating
strategic support
Ardian first explored the opportunity to invest in Heathrow post COVID-19. At the time, the COVID pandemic had severely impacted the global aviation sector. However, Ardian, as supported by RBC Capital Markets, maintained a positive medium-term valuation outlook, grounded in its deep understanding of the aviation sector and its regulatory framework—a view that has since been validated by Heathrow’s strong recovery.
In 2023, Ardian and PIF agreed to acquire a combined 25% stake in TopCo. However, the deal quickly became more complex. Several other TopCo shareholders exercised tag-along rights to sell portions of their holdings alongside Ferrovial, increasing the stake sale from 25% to 60%.4
Following an extensive negotiation process with the TopCo shareholders including a reduction in purchase price, Ardian (together with PIF) entered into a revised agreement to acquire a 37.62% stake in TopCo from Ferrovial and certain other TopCo shareholders (“Tagging Shareholders”).5
Throughout the due diligence and negotiations, RBC Capital Markets’ Transportation & Logistics advisory team was able to draw on expertise across specialisms and geographies. For example, the Bank’s Risk Solutions Advisory team was able to provide due diligence advice on Heathrow’s extensive use of interest rate, inflation linked and cross-currency swaps, while the Debt Capital Markets specialists provided insight on current market appetite. In addition, RBC Capital Markets’ French and Spanish regional offices played an active part, drawing on their long relationships with Ardian and the main seller Ferrovial respectively.
Landing a vote of confidence
“This huge investment in Heathrow is a massive vote of confidence in our world-leading aviation sector”.
Rt Hon Jonathan Reynolds
Secretary of State for Business
and Trade UK Government
Executing
for success
Now Heathrow’s largest shareholder with three board seats, Ardian is positioned to support the airport’s next chapter. Government-supported expansion could grow annual flight capacity from 480,000 to 720,000.
Ardian brings deep infrastructure and UK airport experience, having previously owned a 49% stake at London Luton Airport between 2013 and 2018, during which period significant redevelopment of the terminal, transport links and infrastructure was successfully completed in close cooperation with Luton Borough Council. RBC also acted as financial advisor to Ardian on the acquisition of London Luton Airport in 2013.
Ardian also previously held indirect stakes in six Italian airports from 2015 to 2024, during which period Milan’s Linate airport completed a terminal expansion and rebuilt a new runway to increase its competitiveness.
Ardian brings a clear commitment to decarbonizing aviation. The Group’s proprietary platform, Ardian Air Carbon, is designed to help airports reduce Scope 3 emissions, which account for 95% of their total carbon footprint.6 This approach aligns with Ardian’s long-term goal of combining infrastructure growth with environmental responsibility.