Bank of Communications contributes €55.56 million EUR to the €500 million EUR term loan tranche of a €530 million EUR syndicated loan to finance the acquisition of a 41% stake in Daphne 3 S.p.A.

Project narrative

On August 4, 2022, financial close was reached on a deal in which a syndicate of nine banks — including the Bank of Communications (BoComm) — entered into a €530.00 million EUR ($538.73 million USD) syndicated loan agreement with Impulse I S.à r.l. — a Luxembourg-incorporated special purpose vehicle (SPV) jointly owned by France-based private investment house Ardian (61% equity stake) and French insurance group Crédit Agricole Assurances S.A. (CAA) (39% equity stake) — to finance its acquisition of a 41% stake in Daphne 3 S.p.A., the owner of a 30.2% stake in Italian wireless network company Infrastrutture Wireless Italiane S.p.A. (INWIT). The loan was divided into two tranches: a €500.00 million EUR ($508.24 million USD) term loan tranche and a €30.00 million EUR ($30.49 million USD) revolver tranche. The loan carried a maturity period of seven years and a final maturity date of August 4, 2029. Each lender, including BoComm, contributed €55,555,555.5556 EUR ($56.47 million USD) to the €500 million EUR term loan tranche and approximately €3,333,333.33333 EUR ($3.39 million USD) to the €30 million EUR revolver tranche. Record ID#108721 captures BoComm's contribution to the €500 million EUR term loan tranche. Record ID#108722 captures BoComm's contribution to the €30 million EUR revolver tranche. In addition to BoComm, the following lenders contributed to the loan syndicate: BNP Paribas S.A., BPER Banca S.p.A., Crédit Industriel et Commercial (CIC), Crédit Agricole Group, Mediobanca - Banca di Credito Finanziario S.p.A., Banco Santander, S.A., Sumitomo Mitsui Banking Corporation (SMBC), and UniCredit S.p.A.. The proceeds were to be used by the borrower to acquire an additional 41% stake in holding company Daphne 3 S.p.A., which owned 30.2% of Italian telecommunications company Infrastrutture Wireless Italiane S.p.A. (INWIT) headquartered in Milan providing wireless network infrastructure services (telecommunications towers). On April 14, 2022, Impulse I entered into a sale and purchase agreement with Telecom Italia S.p.A. (TIM) to acquire TIM's 41% stake in Daphne 3 for a consideration of about €1.27 billion EUR ($1.29906 billion USD). As part of the sale and purchase agreement, Impulse agreed to sell down its and Daphne 3's stakes in INWIT to under 30% with 12 months after closing and not to exercise the relevant voting rights in order to benefit of the relevant exemption from the obligation of launching a mandatory tender offer for Daphne 3. Impulse I already owned a 49% stake in Daphne 3 S.p.A.; the acquisition would give a total stake of 90% and full and exclusive control of Daphne 3, though TIM would retain minority governance rights. Furthermore, Impulse I agreed to repay an approximately €200 million EUR loan which was granted by TIM to the Ardian consortium as part of the initial acquisition in 2020. The acquisition subject to conditions including antitrust clearance, clearance under the Golden Power framework, and the termination of the shareholders’ agreement with Vodafone Europe and Central Tower Holding Company. In addition to the debt, the sponsors provided €748.00 million EUR ($760.33 million USD) in cash equity. The acquisition was completed on August 4, 2022. On April 21, 2023, Impulse I and Daphne 3 sold a 0.3% stake of INWIT, bringing Daphne's ownership in INWIT to 29.90%, in line with the sale and purchase agreement.