Masts group TDF faces battle to sell French arm: sources

LONDON Mon Mar 17, 2014 2:35pm EDT

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LONDON (Reuters) - Broadcasting masts group TDF faces a battle to sell its French arm as favored suitor Dering Capital struggles to fund its bid and fears mount that consolidation among the unit's telecoms clients could hit revenues, sources close to the matter said.

The sale is important for TDF's private equity owners TPG, Charterhouse and Ardian as they need to raise money to help repay 3.8 billion euros ($5.3 billion) of debt in order to avoid a costly restructuring with creditors, the sources said.

The owners may have to cut their price expectations or postpone the sale and extend their debt agreements with lenders, they added, speaking on condition of anonymity.

Dering Capital, founded in 2011 by Ben Jenkins, former Hong Kong head of private equity firm Blackstone (BX.N), was in exclusive talks with TDF after it outbid rivals in an auction last year, offering about 3.7 billion euros for the French unit. That compared with the sellers' original hopes for 4 billion.

However, Dering missed a deadline for a fully financed bid in late February and is struggling to raise the equity part of its offer, the sources said.

Dering managed to secure the debt part of its bid last year and has since been touring potential investors around the world to plug the equity gap, courting Asian sovereign funds as well as African businessmen, said some of the sources.

But the gap is still there and, with uncertainty over TDF's future revenues, lenders could also start to feel less comfortable about backing a 3.6-3.7 billion euro deal, some bankers said.

"I cannot see any bank giving a full commitment to leverage a business whose revenues and cash flows are unpredictable for the next three years or so," said one of the bankers.

Charterhouse and TPG declined to comment. TDF, Ardian and Dering Capital were not immediately available for comment.

CONSOLIDATION

The expected consolidation of France's telecoms market, started by cable firm Numericable's (NUME.PA) agreement last Friday to buy mobile operator SFR, one of TDF's main clients, is fuelling concerns over TDF's future revenues.

Bouygues Telecom, which lost out in a bid battle for SFR, is now expected by bankers to look at a possible tie-up with Iliad (ILD.PA), the No.4 operator in the French mobile market.

SFR, Bouygues Telecom, Iliad and French market leader Orange (ORAN.PA) and are all TDF's clients and any consolidation among them would result in a rationalization of their telecom towers, and so potentially less business for TDF which manages and maintains them.

"It is the worst possible moment for a tower company to sell when all its clients are considering merging," said a banker familiar with the sector.

Former bidders, partly anticipating the risk of consolidation among TDF's clients, had offered less than 3.5 billion euros for the French business, the sources said.

It is possible that some of these infrastructure and pension funds could come back to take advantage of the challenges being faced by Dering, as these funds typically eye lower returns than private equity funds, some of the sources said.

French state shareholder Bpifrance, could also decide to keep its 24 percent stake in TDF to facilitate a deal with Dering, some of the sources said. Others believe TDF's owners should hold off and try for a better deal at a later stage.

"The best thing for TDF's owners would be to put the pen down and reconsider a sale in 2-3 years when the telecom environment in France has stabilized," one source said.

($1 = 0.7181 Euros)

(Reporting by Sophie Sassard and Claire Ruckin; Editing by Mark Potter)

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