Jones Day and Freshfields on Orange-MásMóvil jv

Jones Day has advised Orange on the combination of their telecom business in Spain with Masmovil, one of the leading telecommunications operators in Spain, for an enterprise value of €18.7 billion (€7.8 billion for Orange Spain and €10.9 billion for Masmovil). The 50-50 joint venture will be controlled by Orange and the current shareholders of Masmovil, and includes the right to trigger an IPO under certain circumstances for a defined period after the closing and, in such a scenario, an option for Orange to take control of the combined entity at IPO price. The transaction is subject to approval from the European Commission and other relevant administrative authorities and is expected to close during the second half of 2023.

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.

The Jones Day team that advised Orange was led by Luis Riesgo (pictured top left). The M&A team included Blanca Puyol (pictured top right) (Madrid), Raimundo Ortega (pictured bottom left) (Madrid) and Artur Badra (pictured bottom right) (São Paulo/Madrid). The finance team included Sophie Chevallier (Paris), Lee Federman (London), Rory Hood (New York) and Diane Sénéchal (Paris).

Freshfields Bruckhaus Deringer has advised MásMóvil with a team led by Global Transactions Corporate partner Armando Albarrán supported by associates Mario Pacini and Iñigo Ríos. The antitrust team participating in the transaction was led by partner Thomas Wessely, supported by senior associate Rocío de Troya, principal associate Amaryllis Müller and associate Björn Sijtsma.

Michael Heron