Commercial and technical due diligence to support Polkomtel acquisition

The problem

Crédit Agricole CIB and Deutsche Bank, in their role as M&A advisers to Spartan Capital Holdings ('Spartan' - the SPV bidding vehicle of Mr Zygmunt Solorz-Zak), required support during their acquisition of Polkomtel, a leading mobile telecoms operator in Poland. Analysys Mason was engaged to conduct commercial and technical due diligence of Polkomtel.

The solution

We conducted a detailed commercial and technical due diligence including:

• a review of Poland’s fixed, mobile and TV markets and an analysis of Polkomtel’s competitive positioning in each market
• a detailed review of the regulatory framework and potential developments
• a full review of the sponsor case, including detailed revenue, opex and capex forecasts, with a focus on network and IT
• an assessment of the potential LTE wholesale deal between Polkomtel and Spartan’s sister companies, in which we demonstrated the effects of different mobile data usage and wholesale pricing assumptions on the gross margin.

We also developed a lender’s case to support Crédit Agricole CIB and Deutsche Bank as global co-ordinators, bookrunners and mandated lead arrangers of a EUR3.6 billion debt package for the acquisition.

The result

The transaction valued Polkomtel at over PLN18 billion (about EUR4.5 billion) and was the largest in Europe since 2008. Spartan overcame competition from strategic buyers and some of the largest private equity funds active in the sector to acquire 100% of Polkomtel SA’s shares. It was voted ‘Deal of the year’ by TelecomFinance.