Zegona Communications has announced that Vodafone Spain and MasOrange have entered into a binding contract with GIC Private Markets to create FibreCo – a new fibre network company in Spain. This contract with GIC, a global investor, activates the binding agreement Vodafone Spain signed with MasOrange in January 2025.
FibreCo will bring together network assets of Vodafone and MasOrange to create a 100 per cent fibre-to-the-home (FTTH) network covering 12 million premises across Spain. The projrct will benefiting from having virtually all its FTTH network already built and with nearly 40 per cent existing network utilisation, providing FTTH services to 4.5 million Vodafone and MasOrange customers. These customers will have access to a high-speed FTTH network, with FibreCo ensuring the rapid adoption of new technologies such as XGSPON. Vodafone will use FibreCo to provide services to its existing and future retail and wholesale customers within FibreCo’s footprint. The network aims to be a benchmark for sustainable development, meeting ESG standards including delivering significant energy savings through more efficient use of network assets.
GIC has agreed to purchase a c.25 per cent stake in FibreCo. Following the GIC investment, the ownership of FibreCo will be 58 per cent MasOrange, 17 per cent Vodafone Spain and 25 per cent GIC.
FibreCo will have a very efficient capital structure with over €5 billion of net debt. The majority of the debt raised will be investment grade. This will enable optimisation of upfront cash proceeds, whilst ensuring maximum retained equity for future strategic flexibility. Vodafone will generate upfront proceeds of €1.4 billionn from FibreCo.
Vodafone’s fibre joint venture with Telefónica (FiberPass) started operations in March 2025. The combination of FiberPass and FibreCo will complete the transformation of Vodafone Spain’s fixed line strategy, delivering full FTTH services nationally. The introduction of a third-party investor into the Telefónica JV and the monetisation of Vodafone’s 37 per cent equity stake in FiberPass is well advanced.
This transaction is subject to customary regulatory approvals and is expected to close in Q4 2025.
Eamonn O’Hare, Chairman and CEO of Zegona, commented: “Today’s transaction with MasOrange and GIC is a key milestone in the transformation of Vodafone Spain. It delivers on many strategic objectives. First and foremost, it completes our planned network upgrade strategy, delivering 100% FTTH services across Spain. The combination of FiberPass and FibreCo will give guaranteed access to a future-proof, all fibre, national network with attractive economic terms and will enable substantial cost savings across the business. Today’s transaction also delivers on our commitment to monetise our FibreCo JVs. The €1.4 billion upfront proceeds, anticipated capital from the well advanced TEF FiberPassmonetisation and our recently announced move to a “covenant lite” debt structure provides the company with significant incremental financial flexibility. As a result, today’s transaction leaves Zegona well positioned to execute a shareholder friendly capital allocation policy which we expect to announce in the next few months.”