TCI, the largest private shareholder of Aena with a 6% stake, has issued a sharp warning to the company’s board, threatening legal action if it fails to defend an increase in airport tariffs for the 2027–2031 regulatory period, known as DORA III. The intervention marks a significant escalation in long-running tensions between the activist fund, Spain’s political institutions, and Aena’s regulatory framework.
According to reporting by Expansión, the letter was delivered on Thursday, shortly after the Spanish Congress rejected a proposal by the conservative Partido Popular to freeze Aena’s tariffs throughout the DORA III period. TCI argues that such political initiatives reflect an ongoing and material political risk for Aena, and insists that board members have a fiduciary duty to resist measures that could undermine the company’s business model. In the fund’s view, this includes taking the “appropriate legal actions” necessary to prevent regulatory decisions that constrain revenues or violate established principles of fair regulation.
TCI’s central claim is that a tariff freeze would materially erode Aena’s profitability. The fund warns that returns could fall to 5%, which it estimates would destroy approximately €4 billion in shareholder value. By contrast, it argues that Aena’s regulatory weighted average cost of capital should fall within a range of 7.5% to 9% to reflect the company’s risk profile and investment needs. Achieving this, TCI says, would require annual tariff increases of around 2% during DORA III.
The fund also emphasises that Aena’s tariffs are already among the lowest in Europe, having been effectively frozen for a decade. With the company facing a substantial capital expenditure programme in the coming years, TCI contends that appropriate regulatory compensation is essential to maintain financial stability and support long-term investment.
Despite its status as Aena’s largest private shareholder, TCI does not hold a seat on the company’s board. Its decision to issue a public warning nevertheless places additional pressure on Aena’s leadership and underscores the increasingly contentious relationship between investors and Spanish regulators as the DORA III negotiations advance.
