Financial Times FT.com

Wind/H3GI: DMT, F2I, Carlyle, Clessidra, Babcock and Fortress to present non-binding offers this week, sources say

By Alessandra Castelli in Milan and Giovanni Amodeo in London

Published: November 12 2007 14:27 | Last updated: November 12 2007 14:27

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The sale of Wind Telecomunicazioni and 3G Italia [H3GI]’s transmission towers has attracted the interest of DMT, F2I, Carlyle, Clessidra, Babcock & Brown and Fortress, sources close to the situation told mergermarket. These bidders are to present non-binding offers this week, the sources added.

Clessidra and Carlyle are two PE firms; DMT is a listed Italian telecoms infrastructure company; F2I is an Italian infrastructure fund; B&B is a global investment and advisory firm with longstanding capabilities in structured finance and the creation, syndication and management; Fortress is an investment company .

Four to five days after the offers, are made the vendors will draw up a bidder shortlist, the sources said. The sources also said that the transmission towers are valued at between EUR 1.5bn and EUR 2bn.

However, it is not yet clear when the sale is expected to close. Two sources said that the closing of the operation is expected by the end of November. Another source said that it could take longer for the deal to close, but declined to give an exact date.

A fourth source said that a figure for the towers’ leverage has to be linked to the rationalisation process through which these assets will go. ”The EBITDA will change along with the restructuring of the network; therefore it is difficult to give a precise multiple at present”.

A sector analyst said that the assets can be leveraged at up to 10X EBITDA, otherwise listed Italian telecoms hardware group DMT could not afford such a transaction. “Its own towers can be leveraged up to EUR 200m,” the analyst said. He added that if the Wind and H3GI towers were leveraged at up to 7X EBITDA, as Italy’s weekly Il Mondo reported on the 26 October, then only EUR 400m could be raised. At least a further EUR 1bn would be needed for DMT to join such a race and this should come from a capital increase. This would leave Alessandro Falciai, the chairman of DMT, as a minority shareholder, and this option is ruled out by the company’s strategy.

The analyst also said that after the rationalisation process, the towers would be reduced to 10,000 from the present 16,500 [10,000 from Wind and 6,500 from H3GI]. DMT could be favoured in such an auction as it could implement a gap-filler technology on these assets through its systems division, the analyst concluded

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