Cordiant Digital Infrastructure (LON: CORD), an externally managed closed-end investment company focused on digital infrastructure, today announced that it has agreed to acquire two separate companies in the digital infrastructure sub-sectors of towers and data centers for a combined $551m, namely Emitel ($477m) and DataGryd ($74m). Specifically, these tower and data center companies comprise:
- Emitel: operates 521 broadcast and wireless towers in Poland which distribute television and radio signals nationwide for television and radio broadcasters
- DataGryd: operates a ~170k sqft interconnection-focused data center at 60 Hudson Street in New York City, New York
Transaction Overview – Cordiant Digital Infrastructure Adds Emitel and DataGryd
Cordiant Digital Infrastructure is acquiring Emitel from Alinda Capital Partners, while the firm is purchasing DataGryd from Fortress Investment Group. In aggregate, Cordiant is acquiring Emitel and DataGryd at an enterprise value, including follow-on capital expenditure commitments, of <£750m (<$1.0bn USD).
Upon completion of these acquisitions, together with its Ceské Radiokomunikace (CRA) investment, Cordiant’s portfolio companies would have generated £95m of EBITDA in 2021. As such, Cordiant will have acquired its overall tower and data center portfolio at a multiple of less than 12x EBITDA.
Equity Funding
As a result of Emitel, DataGryd, and prior acquisitions, Cordiant Digital Infrastructure has more than fully committed the net equity proceeds raised from its IPO (£370m gross), C Shares (£185m gross), and Subscription Shares (£40m). Specifically, as of September 30, 2021, Cordiant Digital Infrastructure had only £273.6m ($371m USD) of cash to make new investments. Indeed, this dry powder is less than the $551m USD (£407m) of consideration needed to acquire both Emitel and DataGryd.
To rectify this funding deficit, Cordiant Digital Infrastructure announced that it is pursuing a placing of new Ordinary Shares (see below), for an undisclosed amount. Through this placing, Dgtl Infra estimates that Cordiant Digital Infrastructure will target a capital raise of £200m+.
Emitel – Overview
Emitel S.A. operates network assets in Poland including 521 towers, 432 fiber optic links and owned lines, 1.5k last mile internet service provider (ISP) services, distributed antenna systems (DAS), and a nationwide Internet of Things (IoT) network. Below are further details on Emitel’s towers and fiber:
- Towers: broadcast and wireless towers – sole national provider of digital terrestrial television (DTT), with ~98% population coverage in Poland. Additionally, the company is a radio broadcast emissions provider
- Fiber: nationwide fiber network traversing “tens of thousands of kilometers”
Deal
Cordiant Digital Infrastructure has agreed to acquire Emitel for equity consideration of £352m ($477m USD), which will be fully funded through a combination of available cash and, potentially, backstop vendor financing of up to ~£200m. Prior to utilizing this vendor financing, Cordiant Digital Infrastructure intends to substitute this funding with the net proceeds from its new share placing (see below).
Overall, Cordiant Digital Infrastructure’s valuation of Emitel represents an EV/EBITDA multiple of less than 10x on a forward basis.
Revenue
Emitel’s cash flows are backed by long-term contracts, averaging 10 years, with contractual escalator clauses.
Expansion
Under Cordiant’s ownership, Emitel will invest further in wireless towers, edge data, and fiber-optic networks – developing Poland’s national 5G infrastructure. Additionally, the company notes growth opportunities through the roll-out of two new MUXs in Poland.
DataGryd – Overview
DataGryd Datacenters LLC operates one data center at 60 Hudson Street in New York City, New York, a historic building, built between 1928 to 1930 and renovated in 2013.
At 60 Hudson Street, DataGryd only occupies ~170k sqft (15%) of the 1.1 million sqft building. Specifically, the company operates ~120k sqft of raised floor data center space on the 6th, 7th, and 8th floors of the building. Also, DataGryd has 50k sqft of additional support space and access to further floors of 60 Hudson Street for its substations, generators, and fuel storage.
Deal
Cordiant Digital Infrastructure has agreed to acquire DataGryd for consideration of $74m, which will be fully funded from the company’s available cash. Post-completion, DataGryd will operate under the Hudson Interxchange (HIX) brand name.
Additionally, Cordiant Digital Infrastructure anticipates investing an incremental $75m of expansion capital into DataGryd over the coming three years. Therefore, Cordiant is committing a total of $149m to DataGryd’s acquisition and expansion strategy.
Business
DataGryd is a wholesale operator, offering equipment-ready facilities for data center tenants which can be delivered in various power & cooling configurations and can be sub-divided. Additionally, the company offers build-to-suit data center space which can connect to DataGryd’s power and cooling infrastructure at 60 Hudson Street.
Overall, DataGryd has access to ~15 megawatts of primary power at 60 Hudson Street. Additionally, the facility is a major interconnection hub for New York City, with access to 300+ carriers, via meet-me rooms.
Operating Lease / Tenants
60 Hudson Street is a 1.1 million sqft building owned by the Stahl Organization (Richard Czaja and Kenneth Carmel), a privately-held real estate company. Historically, in the mid-2010s, DataGryd was 60 Hudson Street’s largest tenant, leasing 166k sqft on a term extending to September 2032 (i.e., ~10.5 years from present day). Additionally, DataGryd has 3 five-year renewal options on its lease.
Beyond DataGryd, major tenants of 60 Hudson Street are/have been Verizon, Digital Realty (via Telx), T-Mobile (via Sprint), and DataBank (via zColo). For example, Digital Realty presently leases 164k sqft of space in the 60 Hudson Street building and offers 3.75 megawatts of utility power capacity.
Expansion
Under Cordiant’s ownership, DataGryd will pursue an option that it has to take-up an additional ~120k sqft of raised floor data center space. In turn, DataGryd’s planned expansion will bring its presence at 60 Hudson Street to four floors, equivalent to 20%+ of the leasable space in the building.
Customers
DataGryd leases its existing footprint to large organizations with 50%+ being “blue chip” customers. Specifically, these companies include banks, media and internet firms, content delivery networks (CDNs), software-as-a-service (SaaS) companies, and wireless and wireline telecom operators.
Placing of Ordinary Shares – Cordiant Digital Infrastructure Funds Emitel
Cordiant Digital Infrastructure’s placing of new ordinary shares will enable the firm to meet its near-term funding requirements – Dgtl Infra estimates that this placing will be for £200m+.
In terms of pricing, Cordiant will launch the placing of ordinary shares at a price of 106 pence per ordinary share. Indeed, this represents a 6.6% discount to the firm’s latest closing share price on January 4, 2022.
Use of Proceeds
Cordiant Digital Infrastructure intends to use the proceeds of the placing to fully finance the acquisition of Emitel, without drawing upon the ~£200m backstop vendor financing. Additionally, the firm intends to use all remaining proceeds of the placing to finance acquisitions from its €2bn pipeline of investment opportunities in North America and Western Europe or support capital expenditure opportunities of its existing portfolio companies.
Bookrunners
Investec Bank and Jefferies are serving as joint financial advisors, global coordinators, and bookrunners to Cordiant Digital Infrastructure for the placing. This placing will close on January 25th, with admission of the new ordinary shares onto the London Stock Exchange by January 27th.
