Orange and Masmovil combine in €18.6 billion merger

Client(s) Orange, S.A.

Jones Day advised Orange, S.A. ("Orange"), one of the world's leading telecommunications operators, on the combination of their telecom business in Spain with Masmovil, one of the leading telecommunications operators in Spain, for an enterprise value of €18.6 billion (€7.8 billion for Orange Spain and €10.9 billion for Masmovil). The created 50-50 joint venture is controlled by Orange and the current shareholders of Masmovil, and includes the right to trigger an IPO under certain circumstances for a defined period and, in such a scenario, an option for Orange to take control of the combined entity at IPO price.

In addition to the M&A representation, Jones Day advised on the structuring, due diligence, and financing aspects of this transaction, with a cross-border team in Madrid, São Paulo, Mexico City, Paris, New York, and London, that assisted Orange on the €6.6 billion financing raised in connection with the combination, one of the largest leveraged finance transactions in Europe in 2022 to date.