Fastweb, maxi debt manoeuvre of 9.3 billion

A maxi manoeuvre on the debt of the 'new' Fastweb of more than 9.3 billion, of which 4 billion is converted into equity - more precisely, 'allocated to the shareholders' capital contribution reserve' - and the remainder rescheduled from 2030 onwards. Only four days ago, the group led by Walter Renna announced the merger by incorporation with Vodafone Italia, creating a new telecommunications leader with over 20 million mobile lines and 5.8 million fixed lines. However, in parallel and under the radar, he has been working on an extensive reorganisation of the debt, much of it linked to the substantial acquisition, towards the parent company Swisscom, which also includes the latter's waiver of 79 million in interest accrued in 2025. In doing so, sources close to Fastweb point out, the company has achieved an industry-standard debt figure in line with the plan.

The wide-ranging operation is in fact among the 'main hypothetical assumptions of the economic and financial plan' to 2034 that, official documents state, the new entity had to draw up because the Fastweb-Vodafone Italia operation falls under the provisions of Article 2501-bis, or 'merger following acquisition with debt'. At the same time, according to some insiders, the move shows that the next few years for the new group will not be all roses, due in part to the well-known difficulties in the sector, starting with the strong competition. In the plan, in fact, revenues and Ebitda are forecast to grow to 8.8 and 3.9 billion respectively in 2030 (from 7.2 and 3.2 billion pro forma in 2025) and then stabilise, while the net result is estimated to be a loss until 2027 due to 'high amortisation and financial charges' to become positive in 2028 and exceed 600 million in 2034. Between 2024 and 2027, integration costs are estimated at around EUR 700 million and the pro-forma net loss in 2025, which can be deduced from the forecast income statement, is expected to be around EUR 200 million.

As proof of this, if it is true that the merger is based on pillars such as strategic repositioning, optimisation of the network infrastructure and strengthening of strategic partnerships with estimated synergies of EUR 600 million, it should also be noted that the auditors of PwC, in their positive opinion, again formulated in accordance with the 2501-bis procedure, point out that "the sustainability of Fastweb's debt as a result of the merger is based on the assumption that Swisscom approves" the debt manoeuvre, essentially relieving the subsidiary's burden.

But what in detail does the restructuring of Fastweb's liabilities entail? The most significant intervention concerns the shareholder loan granted a year ago by the Swiss parent company to Swisscom Italia (later merged into Fastweb itself) for more than EUR 7.9 billion, which financed the acquisition of Vodafone Italia. In this case there are two changes. First of all, Swisscom will waive the repayment of EUR 4 billion, to be allocated to Fastweb's capital contribution reserve, and the interest accrued in 2025 on that amount. In essence, for the tlc group, the sum is transformed from a debt item into an equity item, which it will be able to draw on in the future for various purposes, including covering any losses (even in the case of write-downs) or capital strengthening operations. The remainder of this 7.9 billion loan will be rescheduled from 2029 to the end of 2034. The second operation concerns another shareholders' loan, of over 1.4 billion, which had already been outstanding for some time: its repayment, scheduled for October 2025, had been postponed to 31 December, and according to the plan it will be definitively brought forward to the end of 2030. The gradual repayment of the two shareholder loans, based on their new scope and updated maturities, is obviously one of the main elements that guided the drafting of the plan to 2034, which does not provide for the distribution of dividends until that year.