Key Takeaways
- • F2i and Asterion Industrial Partners have executed a term sheet with CDP Equity for CDPE to acquire an 8.9% stake in 2i Aeroporti S.p.A., with Asterion divesting 8% and F2i's Third Fund divesting 0.9%, according to announcement dated May 13, 2026.
- • Upon completion, ownership will be restructured to F2i 50.1%, Asterion 41%, and CDP Equity 8.9%, maintaining F2i's controlling position while broadening the partnership with Italy's state-controlled investment vehicle.
- • 2i Aeroporti operates Italy's six largest airports (Milan Linate, Milan Malpensa, Naples, Turin, Trieste, Salerno) plus Olbia and Alghero, collectively handling 68 million passengers in 2025 (approximately 30% of Italian traffic) and 777,000 tonnes of cargo (60% of Italian air freight).
- • The transaction is positioned as a strategic broadening of the existing F2i-Asterion partnership to pursue new investment opportunities across Italy and Europe, including potential participation in airport privatization processes.
- • Transaction closure is targeted for the coming months following completion of CDP Equity's due diligence process.
Summary
F2i, Italy's leading infrastructure fund, and Asterion Industrial Partners, a premier European infrastructure investor, have signed a binding term sheet with CDP Equity (CDPE)—the investment holding company controlled by Cassa Depositi e Prestiti—to bring CDPE into the capital structure of 2i Aeroporti S.p.A. The announcement, made May 13, 2026, represents a strategic recapitalization of Italy's dominant airport operator.
Under the transaction structure, CDPE will acquire an 8.9% equity stake in 2i Aeroporti through a combination of new capital contributions and secondary market acquisitions from existing shareholders. Asterion will divest 8 percentage points, while F2i's Third Fund will divest 0.9 percentage points, positioning CDPE as a meaningful but minority stakeholder. Post-completion ownership will be F2i 50.1%, Asterion 41%, and CDPE 8.9%. F2i's retention of 50.1% ensures continued operating control, while the entry of CDP Equity—controlled by the Italian state's development bank—signals strategic alignment with Italian infrastructure policy objectives.
The transaction is explicitly framed as a broadening of the existing F2i-Asterion partnership to pursue joint investment opportunities in Italy and Europe in the near and medium-to-long term, with particular emphasis on participation in potential airport privatization processes. This language suggests the partnership views the CDP Equity stake as a foothold for further expansion and potential takeouts of regional airport assets across Europe.
2i Aeroporti operates a substantial portfolio: six major Italian airports (Milan Linate, Milan Malpensa, Naples, Turin, Trieste, and Salerno) plus equity holdings in Olbia and Alghero in Sardinia. In 2025, these airports collectively processed 68 million passengers—representing approximately 30% of total Italian passenger traffic—and 777,000 tonnes of cargo, accounting for roughly 60% of Italy's total air freight volume. These metrics underscore 2i Aeroporti's critical infrastructure status within Italy's aviation ecosystem.
The transaction is contingent on completion of CDP Equity's due diligence, with closing expected within the coming months.
Under the transaction structure, CDPE will acquire an 8.9% equity stake in 2i Aeroporti through a combination of new capital contributions and secondary market acquisitions from existing shareholders. Asterion will divest 8 percentage points, while F2i's Third Fund will divest 0.9 percentage points, positioning CDPE as a meaningful but minority stakeholder. Post-completion ownership will be F2i 50.1%, Asterion 41%, and CDPE 8.9%. F2i's retention of 50.1% ensures continued operating control, while the entry of CDP Equity—controlled by the Italian state's development bank—signals strategic alignment with Italian infrastructure policy objectives.
The transaction is explicitly framed as a broadening of the existing F2i-Asterion partnership to pursue joint investment opportunities in Italy and Europe in the near and medium-to-long term, with particular emphasis on participation in potential airport privatization processes. This language suggests the partnership views the CDP Equity stake as a foothold for further expansion and potential takeouts of regional airport assets across Europe.
2i Aeroporti operates a substantial portfolio: six major Italian airports (Milan Linate, Milan Malpensa, Naples, Turin, Trieste, and Salerno) plus equity holdings in Olbia and Alghero in Sardinia. In 2025, these airports collectively processed 68 million passengers—representing approximately 30% of total Italian passenger traffic—and 777,000 tonnes of cargo, accounting for roughly 60% of Italy's total air freight volume. These metrics underscore 2i Aeroporti's critical infrastructure status within Italy's aviation ecosystem.
The transaction is contingent on completion of CDP Equity's due diligence, with closing expected within the coming months.
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