This is Britain’s broadband moment. Let’s seize it.
Britain is at a pivotal point.
The scale, speed and resilience of broadband infrastructure will be a
determining factor in productivity, public services and national
competitiveness for decades to come.
That’s why nexfibre’s acquisition of Netomnia is vital.
InfraVia, Liberty Global and Telefónica acquire Substantial Group for £2 billion through their existing joint venture, nexfibre.
The combination of nexfibre, Substantial Group’s fibre network (Netomnia) and the customers on 2.1 million Virgin Media O2 premises (which will be upgraded to fibre by nexfibre), will create a scaled, financially secure challenger to BT Openreach, with a full fibre footprint of around 8 million premises by the end of 2027.
Infravia, Liberty Global and Telefónica are committing £1bn in new net funding for nexfibre to fund the transaction – made up of £850m from Infravia and £150m jointly from Liberty Global and Telefónica, with Virgin Media O2 committing traffic on 4.6m overlapping and adjacent homes.
A word from the investors
The transaction: unpacked
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Key elements of the transaction
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nexfibre is acquiring Substantial Group comprising currently of ~3 million premises (Netomnia) and a customer base of ~450,000 (expected to rise to over 3.4 million premises and more than 500,000 customers by closing) for an Enterprise Value of £2bn.
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nexfibre will sell Substantial Group’s retail business, including the YouFibre and Brsk brands, to Virgin Media O2 for £150m ensuring customers continue to receive the same trusted service they know today.
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nexfibre to finance the fibre upgrade of the 2.1m VMO2 HFC homes (that are adjacent to the Netomnia footprint) with VMO2 paying wholesale fibre access fees on its customers in those homes as the fibre becomes available (with the majority expected to be ready by the end of 2027).
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VMO2 to pay wholesale fibre access fees on its customers within the 2.5m VMO2 homes that overlap the Netomnia fibre footprint, to begin at closing.
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In exchange for the wholesale traffic commitment on the 4.6m premises, Virgin Media O2 to receive 1) c. £1.1bn in cash and 2) an indirect 15% stake in nexfibre, The vast majority of the proceeds will be available for deleveraging and the £150m to finance the purchase of Substantial Group’s 500,000 customer base.
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VMO2 to provide full suite of managed services to nexfibre – including construction – in return for ongoing management and construction fees.
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Completion of the transaction is subject to customary regulatory approvals and is expected by Q3 2026.
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Liberty Global and Telefónica advised by Barclays and LionTree, InfraVia Capital Partners advised by Morgan Stanley, and nexfibre by TD Securities.
* Projected nexfibre capex spend between 2026-2040 as a result of the transaction. -
Newsfeed
Bloomberg
Nexfibre to Buy Alt-Net Broadband Firm Netomnia for £2 Billion
Financial Times
Liberty Global agrees to buy out Vodafone in Dutch joint venture for €1bn
The Times
Virgin Media O2 owners buy challenger fibre network
Reuters
Liberty Global to buy Vodafone's stake in VodafoneZiggo, spin-off Benelux operations
Yahoo Finance UK&I
Soho Square Capital's First Unicorn - Netomnia - to Be Acquired by InfraVia, Liberty Global and Telefónica Through Their Existing Joint Venture nexfibre
