It is Messaggero that reports the meeting held in recent days between the government (represented by Cassa Depositi e Prestiti), the American fund Kkr and other parties involved in the FiberCop-Open Fiber dossier. According to the Roman daily, Unicredit, Bnp Paribas, Banca Imi, Banco Bpm and Mps were present at the table as financiers of the 7.1 billion euro mega-loan subscribed in February 2022, now at the center of a complex restructuring.
At that meeting, Kkr reportedly set very clear conditions to proceed towards the integration of the two main fiber networks in the country. The fund makes the green light for the merger conditional on a preliminary green light from the European Commission and a recapitalization of Open Fiber, controlled by Cdp (60%). These are not technical details, but decisive turning points: the first concerns the risk of an EU intervention in competition and state aid matters, the second the financial sustainability of the operation.
Kkr’s request fits into an already delicate framework. FiberCop, born from the spin-off of the Tim network, was acquired in 2024 for 19 billion euros. Kkr is today the largest shareholder with 37.8%, alongside the Mef at 16%, Canada Cpp Investments and Adia at 17.5% each and F2i at 11.2%. The operation allowed Tim to reduce its debt by about 14 billion and provides for an earn-out of up to 2.5 billion linked to industrial synergies if the integration with Open Fiber is realized by 2026.
FiberCop recorded revenues of 1.8 billion and an Ebitda exceeding one billion in the first half of 2025, with an improved outlook from S&P. Numbers that explain why the American fund wants to avoid any operation that could affect the rating or slow down the full deployment of the asset.
WHITE, GREY AND BLACK AREAS: THE HEART OF THE DISCUSSION
The central issue of the negotiation concerns the perimeter of the areas in which the two companies operate and the different regulatory regime.
White areas are those with market failure, where private investments are not expected and where the State intervenes with public funds. This is where the ultra-broadband plan launched in 2015 and implemented by Open Fiber as the concessionaire of Infratel fits in. Grey areas, on the other hand, are those where there is only one operator and where the Pnrr – with about 3.5 billion – finances the 1 Giga Plan for 3.4 million housing units. Black areas are finally the most profitable ones, where at least two private operators operate and where competition is fully deployed.
And it is precisely on the grey and black areas that a decisive part of the game is played. Open Fiber is the main winner of the Infratel tenders for the white areas and has won 2.2 million addresses in the 1 Giga Plan, but has encountered difficulties on about 700,000 addresses, with the risk of not meeting European targets by 2026.
FiberCop had proposed to take over those addresses, but the government – at the prompting of Open Fiber itself – would have removed from the Pnrr the units left uncovered. A choice that Kkr would have read as an alteration of the competitive balance, also because in the more profitable black areas, a possible transfer of addresses could reduce the industrial value of Open Fiber before the merger.
In other words, the issue is not only to complete coverage, but to establish who controls the most profitable areas and under what rules.
THE EUROPEAN FRONT AND THE LITIGATION
Moreover, litigation is still open in Brussels: Kkr’s network company has brought to the attention of the EU Commission circumstances that it believes require an assessment from a competition perspective. The complaint concerns measures adopted between 2024 and 2025 in favor of Open Fiber, with an estimated value that could reach up to 4.5 billion.
The Commission has initiated an examination and requested clarifications from Italy. It is in this context that the request for a preliminary EU green light before proceeding with the merger fits in. Without a defined regulatory framework, for Kkr the operation would entail excessive risk.
OPEN FIBER’S ACCOUNTS AND THE FINANCIAL ISSUE
On the financial level, the difference between the two companies remains marked. Open Fiber closed 2025 with cash revenues of 843 million, expected to rise to 1,083 million in 2026 and up to 1,936 million in 2029 according to projections reported by Messaggero. Growing numbers, but still linked to the full realization of public plans and the stabilization of the customer base.
Meanwhile, the Court of Auditors, as reported by Startmag, has certified the delay of the ultra-broadband plan in the white areas to the last quarter of 2026. Of the 8.3 million housing units planned, at the end of October 2025, 77% of Ftth units and 61% of Fwa units were covered, while PA offices are at 99.8%. Only 2% of penalties have been collected and more than half are subject to litigation. A picture that inevitably affects the overall valuation of the asset.
ANTITRUST AND NEW BALANCES
Making the framework even more complex are the remedies imposed by Antitrust on the Master service agreement between FiberCop and Tim, as reported by MF. The duration of exclusivities varies between 10 and 14 years depending on the areas, with volume obligations and discounts for competitors. In areas financed with public funds the exclusivity is shorter, while elsewhere Tim must guarantee volumes for six years.
This element also weighs on the evaluation of the merger: the rules change depending on whether one operates in white, grey or black areas, with direct effects on prospective cash flows.
A POSSIBLE MERGER, BUT UNDER NEW CONDITIONS
The meeting reported by Messaggero did not mark a break, but clarified that the merger cannot be a simple sum of networks. Kkr demands regulatory guarantees and a capital strengthening of Open Fiber to prevent the integration from compromising FiberCop’s rating and industrial plan.
At stake is not only a corporate operation, but the future structure of the Italian network: who will control the most profitable areas, how public funds will be managed in market failure areas, and what role the State will have in a strategic infrastructure.
