Cellnex Telecom, Europe’s largest independent tower company, today announced that it has agreed to divest 3.2k rooftop sites in France to Phoenix Tower International (PTI), an independent tower company operating in the Americas and Europe. The sale comes following Cellnex’s agreement with the French Competition Authority (FCA) to divest sites, as closing remedies, for its €5.2bn acquisition of Hivory, which comprised 10.5k towers in France.

Overall, Cellnex is divesting the 3,226 rooftop sites in France to Phoenix Tower through two separate and simultaneous agreements:

  • Phoenix Tower-only: acquiring 1,226 telecommunications sites in very dense areas of France, via PTI Alligator BidCo
  • Phoenix Tower JV with Bouygues: under a joint venture, Phoenix Tower and Bouygues Telecom are purchasing 2,000 sites in very dense areas of France for €620m ($685m USD), equivalent to €310k ($343k) per tower. Additionally, Phoenix Tower and Bouygues will roll-out up to 400 additional sites in France

Phoenix Tower – France Transaction Implications

As part of its acquisition of 3.2k rooftop sites in France from Cellnex, Phoenix Tower will add SFR (Altice France) as its second major wireless carrier customer in the country. At the same time, Phoenix Tower is expanding its relationship, by 2.0k sites, with Bouygues Telecom, its joint venture partner and other major customer in France.

Recall, in March 2020, Phoenix Tower closed an agreement with Bouygues Telecom to develop ~4.0k newly constructed wireless towers, over 12 years, outside the very dense areas of France.

Portfolio – France

Including Phoenix Tower’s agreement with Cellnex and its previously announced build program with Bouygues Telecom, the company will own and operate over 5.0k sites in France “in the coming years”. As such, Phoenix Tower will scale its presence relative to France’s other key tower infrastructure providers, which are Cellnex (~20k sites pro forma), TOTEM (17.6k sites), TDF Infrastructure (8.0k sites), and American Tower (3.8k sites).

Portfolio – Overall

Globally, Phoenix Tower, on a pro forma basis, will own and operate over 18.0k cell towers and market over 80.0k other wireless infrastructure sites. Geographically, this digital infrastructure portfolio spans 18 countries throughout Europe, the United States, Mexico, South America, Central America, and the Caribbean.

In Europe, Phoenix Tower is present in several countries including France, Italy, Ireland, Malta, and Cyprus.

Ownership

In January 2022, Blackstone Infrastructure Partners (BIP) acquired a 35% stake in Phoenix Tower, positioning it as key shareholder alongside Blackstone Tactical Opportunities (Tac Opps), which has been an investor in Phoenix Tower since 2014.

Cellnex – France Transaction Implications

Cellnex will reduce its presence in France immediately following the sale of its 3.2k rooftop sites to Phoenix Tower. However, in the short- and medium-term, Cellnex has put in-place agreements to rebuild and grow its economic exposure to France. Specifically, these agreements involve new build-to-suit (BTS) programs and joint venture stake purchases.

Portfolio and BTS Program – France

As of Q4 2021, Cellnex had 22.8k operational tower sites in France, with 26.6k tenants, which equates to a tenancy ratio of 1.17x. Additionally, Cellnex had an outstanding build-to-suit (BTS) program for a further 8.9k tower sites in France through 2030. Therefore, pre-divestiture, Cellnex had the potential to grow its tower portfolio in France to 31.7k sites by 2030.

Upon completion of the sale of 3.2k rooftop sites in France to Phoenix Tower, Cellnex will hold 19.6k operational tower sites. Also, through its BTS programs, the company will have the potential to grow its tower portfolio to 28.4k sites in France by 2030.

New Growth Initiatives – France

In Q4 2021, Cellnex disclosed new agreements in France with Bouygues Telecom, Iliad, and Société du Grand Paris, which contemplate ~€1.5bn in total investment through 2028:

  • New build-to-suit (BTS) program for Bouygues Telecom comprising up to 2.85k new sites by 2028
  • Expansion of the 51%/49% joint venture for fiber-to-the-tower (FTTT) deployments to support 5G in France, known as nexLoop, with Bouygues Telecom
  • New BTS program for Iliad comprising up to 2.0k new sites by 2028
  • Providing connectivity services to the new lines 16 and 17 of the Paris Métro (rapid transit system) through an agreement with Société du Grand Paris

Minority Stake Investment – Iliad France

In Q1 2022, Cellnex agreed to acquire, for €950m, the remaining 30% stake that Iliad holds in their co-owned 5.7k-site tower company in France. In turn, Cellnex will gain 100% ownership of the Iliad tower portfolio in France.

Transaction Advisors – Cellnex, Phoenix Tower

Cellnex’s legal advisor was Herbert Smith Freehills.

Phoenix Tower’s financial advisor was Natixis. Additionally, Phoenix Tower’s legal advisor was Freshfields Bruckhaus Deringer.

Closing Remedies – UK Towers

Similar to today’s announcement of an M&A-related tower divestiture in France, Cellnex also has a forthcoming closing remedy to effectuate in the UK.

In March 2022, Cellnex received approval from the UK Competition and Markets Authority (CMA) to close the UK portion of its acquisition of CK Hutchison’s passive tower infrastructure. However, as part of the CMA’s approval of its acquisition of 6.0k UK sites, Cellnex will need to divest ~1.0k of its existing UK sites which overlap geographically with CK Hutchison’s UK sites.

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