TIM (Telecom Italia), a wireless carrier and fixed broadband provider in Italy, announced that a consortium of institutional investors led by Ardian, a French private equity firm, has submitted a binding offer to purchase the majority of shares in the holding company Daphne 3, which in turn holds a 30.2% stake in INWIT (Infrastrutture Wireless Italiane S.p.A.), a tower company in Italy. Specifically, the Ardian-led consortium is offering €10.75 per INWIT share for TIM’s 41% stake in Daphne 3, which equates to a transaction value of €1.3bn. As such, TIM will retain 10% ownership of Daphne 3 and thus, a 3% indirect stake in INWIT.

Transaction Overview – Ardian Ups Stake in INWIT via TIM Purchase

Presently, Ardian owns a 15% indirect stake in INWIT through its existing 49% ownership of Daphne 3. Therefore, post-transaction with TIM, the Ardian-led consortium will increase its stake in Daphne 3 to 90% and, in turn, indirect stake in INWIT to 27.2%.

As a reference point, in October 2020, Ardian acquired its initial €1.35bn stake in INWIT for a price of €9.47 per INWIT share. Indeed, this implies that the Ardian-led consortium is paying a 13.5% premium for its incremental stake purchase from TIM, to gain greater exposure to towers in Italy through INWIT.

Valuation

The Ardian-led consortium’s offer of €10.75 per share values INWIT, on an enterprise value basis, at ~22x EBITDAaL (EBITDA after Leases) based on 2022 estimates.

Structure and Next Steps

The transfer of shares in holding company Daphne 3 is structured as to not trigger any tender offer obligations and is subject to a number of conditions precedent.

Additionally, TIM’s Board of Directors notes that it is “positively assessing the offer” and has “mandated Pietro Labriola, Chief Executive Officer and General Manager, to negotiate to reach an agreement”.

INWIT – Overview

INWIT operates 22.8k tower sites in Italy (>45% share) with 46k tenants having equipment on the company’s towers. As such, the company has a tenancy ratio of 2.01x. Additionally, INWIT owns 6.4k small cells and distributed antenna system (DAS) sites.

Notably, Vantage Towers’ co-controlled joint ventures include a 33.2% ownership stake in INWIT.

Full-Year 2021

For full-year 2021, INWIT reported revenue of €785m and EBITDAaL of €520m. Therefore, the company’s EBITDAaL margin was 66% in full-year 2021.

Guidance for 2022

For full-year 2022, INWIT provides guidance for revenue of €850m to €860m. Additionally, the company forecasts EBITDAaL of €585m to €595m, implying a 69% EBITDAaL margin. Finally, the mid-point of INWIT’s 2022 guidance infers a year-over-year increase of 8.9% and 13.5% in revenue and EBITDAaL, respectively.

Adam Simmons is the Founder & CEO of Dgtl Infra. He started his career with an S&P 500-listed big box retailer, in an operations management role. Adam's entrepreneurial "itch" led him to start a 5G-driven company, focused on innovative retail solutions using augmented reality and shoppable videos, which was eventually sold to an advertising and consulting group. After, realizing the potential of 5G, Adam shifted his efforts towards investing in the "building blocks" of 5G - known as digital infrastructure, completing a number of strategic investments, buying cellular towers, data centers and fiber networks.

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