Vodafone Greece announced an agreement with Crystal Almond, the controlling shareholder of Wind Hellas, to merge their tower infrastructure assets in Greece into the jointly owned entity Vantage Towers Greece. At completion, the venture be the largest tower company in Greece with a portfolio of 5,200 macro towers.
The new company is estimated to generated FY20 pro forma revenue of EUR 132 million, adjusted EBITDAL of EUR 114 million and adjusted EBITDA of EUR 55 million. At completion, Vantage Towers Greece will be leveraged at 3.5x EBITDA.
Vodafone agreed to make a payment of EUR 25 million to Crystal Almond upon the creation of Vantage Towers Greece following which Vodafone will own 62 percent of the company. Vodafone plans to transfer this stake into its new European company Vantage Towers. Crystal Almond will own the remaining 38 percent.
Crystal Almond granted Vantage Towers a call option until 31 December 2021 to acquire the remaining 38 percent of Vantage Towers Greece from Crystal Almond for EUR 288 million in cash (with the price increasing by 5 percent if the Call Option has not been exercised by 1 July 2021).
Vodafone agreed that, in the event Vantage Towers publishes an Intention to Float announcement in relation to an IPO of Vantage Towers, the call option will automatically be triggered. Crystal Almond agreed that, upon an IPO of Vantage Towers, it will acquire EUR 100 million of shares in the IPO at the IPO price.
In conjunction with the merger, Vodafone Greece and Wind Hellas committed to a new master services agreement with Vantage Towers for an initial eight-year term, with three further eight-year renewal periods on an all or nothing basis. The MSA will ensure fair, equitable and non-discriminatory treatment for both Vodafone Greece and Wind Hellas and will be independently monitored.
Under the MSA, Vantage Towers Greece will be the preferred supplier of new towers for Vodafone Greece and Wind Hellas, each of which has agreed to commit as an anchor tenant on 250 new sites (500 in total) to be built by Vantage Towers Greece over a five-year period from 1 January 2021.
The new entity is subject to review and approval by the relevant regulatory authorities and is expected to complete by the end of calendar year 2020.
