INWIT Shareholders Arrange Financing for a Potential €6.3 Billion Take-Private

Owners controlling 71% of Italy’s largest tower company are discussing bank financing while key customer contracts remain under dispute.

By Elena Moretti • • Markets

Telecommunications towers stand inside a broad ring of golden capital above a dark landscape.

The controlling shareholders of INWIT are arranging bank financing for a possible transaction that would buy out minority investors and remove Italy's largest mobile-tower company from the stock market.

Reuters reported that private-equity firm Ardian and Oak Holdings 1 are exploring the bid. Ardian controls 32% of INWIT, while Oak controls 39% and is backed by Global Infrastructure Partners, Vodafone and KKR. Together, the two vehicles already hold 71%, giving them effective control but leaving a substantial listed minority to acquire.

The shareholders are discussing financing with banks, according to two people close to the matter. One source said Abu Dhabi investment firm Mubadala is expected to participate by taking a stake. The talks remain ongoing, and Ardian, GIP, Vodafone, KKR and Mubadala declined to comment. INWIT said it had no information about the process.

INWIT's equity value was approximately €6.3 billion at Friday's close after falling about 27% over the previous year. A buyout would normally require a premium to the unaffected market price, meaning the capital needed for the minority acquisition could be substantial even before refinancing or transaction costs.

The fall in value is connected to uncertainty around INWIT's two most important commercial relationships. Telecom Italia and Swisscom's Fastweb have initiated procedures to terminate their contracts as part of attempts to renegotiate terms. Tower businesses are typically valued for long-duration, predictable rental cash flows. A dispute involving both anchor customers therefore affects more than near-term revenue: it changes assumptions about contract durability, leverage capacity and the appropriate valuation multiple.

Taking the company private could give its owners more room to restructure those contracts without daily public-market pressure. It could also allow shareholders to use a longer investment horizon for network upgrades and consolidation. The opposite interpretation is that minority investors are being approached after contractual risk has depressed the share price, making the fairness of any offer price especially important.

Financing conditions will determine whether the transaction is viable. Infrastructure assets can support significant debt because their cash flows are often stable, but that advantage weakens when major customers challenge their agreements. Banks will need to assess the post-renegotiation revenue base, interest coverage, refinancing maturity and any protections against further customer concentration.

Mubadala's reported participation would add equity capital and diversify the sponsor group. It would also underline continued sovereign-investor interest in European digital infrastructure. No proposed ownership split, debt package, price or timetable has been disclosed.

The process remains distinct from earlier takeover speculation. Reports in February suggested Ardian and Brookfield were considering a transaction. The new development is that the current controlling shareholders are now discussing bank financing and a potential equity role for Mubadala. That is a more concrete preparatory step, although it does not amount to a formal offer.

Why it matters

INWIT is core infrastructure for Italy's mobile networks. Its ownership structure affects how network investment is financed, how operators negotiate access and whether minority shareholders retain exposure to an essential-service asset.

The proposed deal also tests private markets' appetite for leveraged European infrastructure when the supposedly defensive cash flows are under direct commercial pressure. If financing is secured, sponsors may view the share-price decline as an opportunity. If banks demand conservative terms, the customer dispute could prevent the transaction despite concentrated ownership.

Minority investors should focus on three unresolved points: the offer premium, the treatment of the contested customer contracts and the leverage placed on the business. Until those are known, the process is an exploratory financing exercise rather than an actionable takeover proposal.

Sources