TIM (Telecom Italia) and CDP Equity (Cassa Depositi e Prestiti) signed a non-binding memorandum of understanding (MoU) for the sale of TIM’s fixed network assets, through a merger with Open Fiber, of which CDP Equity is the controlling shareholder. Also, the MoU was supported by KKR Infrastructure, a 37.5% joint venture partner to TIM in FiberCop, as well as Macquarie Asset Management (MAM), a 40% joint venture partner to CDP Equity in Open Fiber.
Importantly, CDP Equity owns the remaining 60% stake in Open Fiber and a 10% stake in TIM. However, following the signing of the MoU, Vivendi, which is TIM’s largest shareholder (24% ownership), stated that it does not support the sale of TIM’s fixed network to CDP Equity, based on its reported valuation of €17bn to €21bn ($18.3bn to $22.6bn).
Should the proposed transaction proceed, TIM would sell its fixed network assets, creating a merged company which would reportedly have an ownership structure within the following ranges:
- CDP Equity: 70% to 77% ownership
- KKR Infrastructure: 12% to 15% ownership
- Macquarie Asset Management (MAM): 10% to 13% ownership
- Fastweb: 1% to 1.5% ownership
Finally, both TIM and CDP Equity expect to reach a binding deal by the end of October 2022.
TIM’s Sale Initiates Single Fixed Network Operator in Italy
TIM is currently in the process of separating its business into two entities: i) Consumer and Enterprise businesses, together with TIM Brasil (ServCo) and ii) national and international wholesale business & assets (NetCo):
Transaction Perimeter
By TIM selling its fixed network assets, the new CDP Equity-controlled entity would become Italy’s single network operator, comprising the following:
- TIM’s fixed network infrastructure
- FiberCop: last-mile fiber network which targets covering 60% of homes in Italy by 2026, equivalent to 17.5m fiber-to-the-home (FTTH) passings. In 2021, FiberCop generated revenues €977.7m and EBITDA of €852.7m
- Open Fiber: wholesale operator of fiber-optic networks which intends to pass ~24 million total households in Italy with fiber by 2031, equivalent to 90%+ household coverage. In 2021, Open Fiber produced revenues of €380m and EBITDA of €152m
Use of Proceeds
TIM intends to use the proceeds from a sale of its fixed network infrastructure to significantly reduce its leverage, which currently stands at €17.7bn of adjusted net debt after leases, as of Q1 2022. Additionally, the capital infusion would help fund TIM’s “transformation” plan under CEO Pietro Labriola.
