KKR and Global Infrastructure Partners (GIP), investing through their core infrastructure strategies, have agreed to create a joint venture with Vodafone, to hold Vodafone’s 81.7% stake in Vantage Towers, the second-largest independent tower company in Europe, which operates 45,800 macro sites across 8 European markets. Specifically, the transaction values Vantage Towers at €32.00 per share, a 19% premium to its recent trading range, and equates to an equity value of €16.2 billion. Incorporating net debt and transaction adjustments, Vantage Towers’ enterprise value is €13.9 billion, implying a valuation of 26x FY22 adjusted EBITDAaL (EBITDA after Leases).
Upon completion of the transaction, the KKR and GIP-led consortium will own up to a 50% stake in the newly created joint venture that holds Vodafone’s 81.7% interest in Vantage Towers. Additionally, Tower Bridge Infrastructure Partners, a separately managed account overseen by GIP, will be part of the consortium as a co-investor, with additional funding for the transaction provided by the Public Investment Fund (PIF), Saudi Arabia’s sovereign wealth fund. Finally, Vodafone will retain at least a 50% ownership interest in the joint venture.
Vantage Towers – Ownership Structure – Vodafone and KKR / GIP Consortium
In terms of timing, the transaction is expected to close in the first-half of calendar year 2023. Post-closing, Vodafone, KKR, and GIP will consider removing Vantage Towers’ public listing from the Frankfurt Stock Exchange.
Additionally, the KKR, GIP, and Vodafone joint venture will launch a voluntary takeover offer (VTO) for the outstanding Vantage Towers shares held by minority shareholders. Particularly, these minority shareholders control the remaining ~18.3% of Vantage Towers and include investors DigitalBridge and RRJ Capital. This subsequent purchase will be funded through new debt in the joint venture, as well as equity from KKR and GIP.
Presently, KKR and GIP have fully committed equity in-place to obtain a shareholding in the joint venture of between 32% and 40%, depending on the level of take-up in the VTO by minority shareholders. Subsequently, KKR and GIP intend to raise additional equity before completion to reach a shareholding of 50%.
Transaction Overview – Vodafone Sells Stake in Vantage Towers
Vantage Towers’ consolidated portfolio includes its operations in Germany, Spain, Greece, the Czech Republic, Portugal, Romania, Hungary, and Ireland. In addition, Vantage Towers has a 33.2% stake in INWIT (Italy) and 50% stake in Cornerstone (UK).
Vantage Towers – Consolidated Portfolio
As of June 30, 2022 (Q1 FY23), Vantage Towers’ macro sites totaled 45,800, across 8 European markets. Vantage has a total of 66,000 tenants with equipment on its towers, resulting in a tenancy ratio of 1.44x. Geographically, this portfolio includes 19,500 sites in Germany and 8,500 sites in Spain – the company’s two largest markets.
Including Vantage Towers’ unconsolidated macro sites, held through INWIT (Italy) and Cornerstone (UK), the company has 83,000 sites in 10 countries in Europe.
Financials and Valuation
For the 12-month period ended March 31, 2022 (FY22), Vantage Towers generated adjusted consolidated EBITDAaL (EBITDA after Leases) of €543 million.
Vantage Towers’ enterprise value of €13.9 billion is based on: 505.8 million shares multiplied by the offer price of €32.00 per share, plus Vantage Towers’ net debt (€1.9 billion), less adjustments (€4.2 billion) for Vantage Towers’ shareholdings in INWIT (33.2%) and Cornerstone (50%).
Dividing Vantage Towers’ €13.9 billion enterprise value by its €543 million of adjusted consolidated EBITDAaL (which excludes INWIT and Cornerstone), results in a valuation of 26x FY22 adjusted EBITDAaL. Additionally, based on Vantage Towers’ consolidated 45,800 macro sites, the transaction implies a ~€303,500 enterprise value per tower.
Vodafone alongside the KKR and GIP consortium will have balanced governance rights in the joint venture, with equal voting rights. Also, the current leadership team, including Vivek Badrinath as Chief Executive Officer, will continue to lead Vantage Towers following completion of the transaction.
Vodafone’s financial advisors were Robey Warshaw and UBS. Additionally, Vodafone’s legal advisor was Linklaters.
Vantage Towers’ financial advisor was Rothschild & Co. Also, Vantage Towers’ legal advisor was Orrick Herrington & Sutcliffe.
KKR and GIP’s financial advisor was Morgan Stanley. Additionally, KKR and GIP’s legal advisor was Latham & Watkins.
Transaction Rationale – Vodafone, KKR and GIP
Below are further insights into the separate rationales for the sale and purchase of a stake in Vantage Towers by Vodafone, as well as KKR and GIP.
Vodafone highlights three main points of rationale for its transaction with KKR and GIP:
- Control: Vodafone retains co-control over its strategically important tower assets, which are fundamental to the company’s network quality and service for end users
- Deconsolidation: Vodafone will deconsolidate Vantage Towers from its balance sheet, which allows Vantage Towers to optimize its capital structure
- Proceeds: Vodafone is receiving substantial upfront cash proceeds, which will support the company’s priority of deleveraging. Specifically, the sale proceeds will be used to reduce Vodafone’s net debt/EBITDAaL by 0.2x to 0.5x, in-line with Vodafone’s medium-term target to reduce leverage to the bottom-end of its 2.5x to 3.0x range. More detail on these deleveraging scenarios is provided below:
Vodafone expects to receive minimum net cash proceeds of €3.2 billion, based on equity from KKR and GIP that is fully-committed at signing. In turn, this scenario would reduce Vodafone’s leverage by 0.2x.
While Vodafone notes the possibility of receiving maximum net cash proceeds of €5.8 billion to €7.1 billion, depending on the take-up in the voluntary takeover offer and subject to KKR and GIP raising further equity before closing, to increase their stake in the joint venture to 50%. In turn, this scenario would reduce Vodafone’s leverage by 0.4x to 0.5x.
KKR and GIP
KKR and GIP are providing long-term capital to pursue Vantage Towers’ strategic plans for value creation, which include:
- Investment and Build-to-Suit (BTS): ongoing multi-billion Euro investment program over the next 5 years in order to improve Vantage Towers’ existing infrastructure and expand and upgrade its network. This program will build new sites to support the coverage obligations, densification needs, and 5G roll-out requirements of wireless carriers
- Co-location: capture additional co-location opportunities from new and existing third-party customers (i.e., non-Vodafone) to drive the utilization of existing assets
- Digital Infrastructure: pursue growth opportunities in adjacent areas of digital infrastructure, such as small cells and distributed antenna systems (DAS) for 5G capacity expansion. Also, targeting 5G private networks, data centers, edge computing, the Internet of Things (IoT), and fiber-to-the-tower (FTTT)
- Consolidation: growth-accretive investments, including actively participating in the consolidation of the European tower landscape in adjacent markets, to create a leading pan-European telecoms tower business
- Operations: enhance profitability through continuous operational improvements
Vantage Towers Transaction Structure – Vodafone, KKR and GIP
Vodafone will transfer its stake in Vantage Towers to a holding company, known as Oak BidCo, which will be indirectly co-controlled by Vodafone and the KKR and GIP-led consortium. The KKR and GIP-led consortium will obtain a shareholding of up to 50%. Oak BidCo will launch a voluntary public takeover offer for all outstanding free float shares of Vantage Towers comprising ~18.3% of the share capital.
As part of the transaction, Oak BidCo and Vantage Towers have entered into a Business Combination Agreement, whereby Vantage Towers supports the takeover offer.
Importantly, the Business Combination Agreement was signed following completion of a structured bidding process which had been initiated by Vodafone, as Vantage Towers’ principal shareholder. During the course of this bidding process, Vodafone negotiated with various potential investors. Ultimately, the negotiations resulted in an investment agreement being concluded between Vodafone and KKR / GIP.
KKR and GIP – Digital Infrastructure
The consortium of KKR and Global Infrastructure Partners (GIP) brings together two of the largest and most sophisticated infrastructure investors globally. Both firms have long-term investment horizons, flexible capital, and experience that is complementary to Vodafone to support Vantage Towers’ growth.
To this end, KKR and GIP have significant existing portfolio company exposure to the towers sector, both in Europe and globally:
KKR has total infrastructure assets under management (AUM) of ~$50 billion, as of September 2022. The firm’s past and present digital infrastructure companies in Europe include:
- Telxius: towers and subsea cable operator, which KKR acquired a 40% stake in 2017
- Hivory: tower company in France, which KKR acquired a 49.99% stake in 2017
- FiberCop: acquired 37.5% stake in Italy’s incumbent telecom last-mile network in 2021
- Telenor Fiber: agreed to acquire a 30% stake in Telenor’s passive fiber-to-the-home (FTTH) business in 2022
Global Infrastructure Partners (GIP)
Global Infrastructure Partners (GIP) has total infrastructure assets under management (AUM) of ~$84 billion, as of June 2022, which includes the following digital infrastructure companies:
- Ascend Telecom Infrastructure: telecommunications tower company in India, which GIP acquired a 100% stake in, via two transactions in 2017 and 2022
- CyrusOne: wholesale data center operator, which GIP and KKR jointly acquired in an all-cash take private in 2021; marks the largest digital infrastructure acquisition to-date