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MasOrange-Vodafone selects bidders for fibre sale

KKR Infrastructure and Singapore’s GIC have been shortlisted in the process for a minority stake in a fibre joint venture between MasOrange and Vodafone Spain.

GIC is working with Nomura as its buyside advisor, while KKR has mandated Morgan Stanley to advise on the deal, sources said.

Prior to progressing to the second round, KKR was one of the parties asked by the sellers to submit a second non-binding offer for the 40% stake in the netco. It is unclear whether other bidders were asked to do the same.

According to sources, the second round of the sale, which is being led by Perella Weinberg Partners (PWP), BNP Paribas and UBS, has not formally launched.

One source added that there could be one more bidder involved in the process besides GIC and KKR.

Previously interested parties including EQT and BlackRock’s Global Infrastructure Partners are no longer involved in the process, sources noted.

MasOrange and Zegona-owned Vodafone Spain initiated a sale process for a 40% stake in their fibre netco, a jointly-owned fibre network that reaches around 12.2m premises across Spain, at the end of 2024. Following the sale, MasOrange will hold 50% and Vodafone Spain will own 10% of the business.

As the largest independent fibre network operator in the country, a stake in the netco is expected to fetch an equity value of around EUR 1.5bn.

The netco is expected to generate between EUR 380m and EUR 420m of EBITDA in 2025, according to a teaser seen by Infralogic, with the code name Project Surf.

Based on previous estimates by sources, who expect the sale to fetch a multiple of 17x-19x EBITDA, the enterprise value of the netco is set to be between EUR 7bn and EUR 8bn.

The Surf network has a penetration rate of around 36%, with some 4.4m homes connected for MasOrange and Vodafone Spain’s customers. Infralogic previously reported that the telecoms groups are offering some guarantees if this falls to about 32%, but investors would still be exposed if churn is higher, according to one source who examined initial sales documents.

Also in Spain, Zegona’s Vodafone Spain is involved in another fibre JV stake sale with Telefonica. Vauban and at least one other party submitted non-binding offers in January for a minority stake of up to 39% in the business, and are now having informal talks with the sellers, Infralogic reported earlier this month.

Zegona, GIC, Nomura and Morgan Stanley declined to comment. MasOrange, PWP, BNP Paribas, UBS, KKR, EQT and GIP did not respond to requests for comment.