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Bell Gully advises Vodafone NZ on sale of passive mobile tower business to InfraRed Capital Partners and Northleaf Capital Partners alongside Infratil reinvestment

20 July 2022

Bell Gully is delighted to have advised Vodafone New Zealand Limited (Vodafone NZ) on the proposed establishment and sale of its passive mobile tower business for NZ$1.7 billion to funds managed or advised by leading global investors InfraRed Capital Partners (InfraRed) (on behalf of HICL Infrastructure plc) and Northleaf Capital Partners (Northleaf).

Vodafone NZ is one of New Zealand's leading digital services and connectivity companies and a full service telecommunications company, with mobile and fixed networks.  Vodafone NZ is owned by a consortium comprising NZX-listed infrastructure investor Infratil Limited (Infratil) and global investment manager Brookfield Asset Management Inc. (Brookfield).  As part of the transaction, Infratil will reinvest sale proceeds to hold 20% in the new TowerCo business, alongside InfraRed and Northleaf (InfraRed and Northleaf each holding 40%).

The new TowerCo business comprises 1,484 wholly owned mobile towers and will be the largest New Zealand towers business, covering over 98% of New Zealand’s population.

The transaction is structured as the sale by Vodafone NZ of all of the shares of its wholly-owned subsidiary, Aotearoa Towers Limited (TowerCo), to Aotearoa Towers Group LP.  Under the transaction, Vodafone NZ and TowerCo will provide Vodafone NZ with long-term access to both existing and new towers.  Vodafone NZ will continue to own the active parts of its network, including radio access equipment and spectrum assets.

The Bell Gully team advising Vodafone NZ was led by partners James Gibson, Anna Buchly and Jennifer Coote and senior associate Alex Bond

Commenting on the transaction, Anna Buchly said: “We’re delighted to have had the opportunity to work again with the superb Vodafone NZ team.  The establishment and sale of its TowerCo business is a transformational transaction for Vodafone NZ, that will enable Vodafone NZ to further unlock its network so it can go further and faster for its customers, and it is fantastic to be part of it.”

The Bell Gully team also included Andrew Petersen, Karl Anderson, Dean Oppenhuis, Mathew McKay, Hayden Roberts, Murray King and Sarah Anderson-Butler.

Completion of the transaction is expected to occur in the fourth quarter of the 2022 calendar year subject to receipt of Overseas Investment Office (OIO) consent.

This transaction adds to Bell Gully's extensive M&A experience in the information, communications and technology sector, which includes having previously advised Vodafone Group plc on the sale of Vodafone NZ to Infratil and Brookfield for NZ$3.4 billion in 2019, which remains one of the largest New Zealand M&A transactions on record.

Disclaimer: This publication is necessarily brief and general in nature. You should seek professional advice before taking any action in relation to the matters dealt with in this publication.