Virgin Media O2 Linked Nexfibre Acquire UK FTTP AltNet Upp UPDATE

Network builder nexfibre, which is working in partnership with broadband ISP Virgin Media (VMO2) – at wholesale – to roll-out a new 10Gbps capable Fibre-to-the-Premises (FTTP) network across up to 5-7 million extra UK premises, has today announced the acquisition of full fibre operator Upp in the East of England.

First, a bit of context. Upp is currently in the process of investing £1bn (via LetterOne) to deploy a new FTTP broadband network of its own across the East of England. The operator originally aimed to cover 50 towns (c.300,000 homes) in counties like Norfolk and Lincolnshire by the end of 2022, but so far we’ve only seen them go live in 24 of those and, until now, it’s been unclear how many premises they’ve actually covered.

Meanwhile, Virgin Media largely completed their own broadband expansion programme at the end of 2022 (16.1+ million UK homes serviceable). But since then the vast majority of new XGS-PON powered FTTP broadband build has come under nexfibre‘s new wholesale network, which is a closely linked joint venture company that was setup in 2022 by Telefónica, Liberty Global and InfraVia Capital Partners (here).

The £4.5bn aim (£1.4bn in equity and £3.1bn in debt) of nexfibre is to expand full fibre to reach “up to” 7 million additional UK homes – staring with 5m by 2026 (i.e. those homes not currently served by Virgin Media). In theory, this could push the combined VMO2 and nexfibre footprint to around 80% of UK premises by 2028 (up to 23 million premises), which is close to Openreach’s planned FTTP build (i.e. 25 million by Dec 2026).

One way for nexfibre to grow more quickly is by acquiring some of their rivals in the alternative network space, many of which are currently under strain due to rising build costs, increasing competition (both at retail and network level via overbuild) and the need to secure a good level of take-up to satisfy investors. But in Upp’s case, the situation has been complicated by another factor.

Last year saw the Government ordered LetterOne – an investment firm that previously received significant backing from several prominent and now sanctioned Russians – to sell its entire stake in Upp in order to “prevent, remedy, or mitigate the risk to national security” (here and here). L1 complained that this was unfair as they’d since cut ties from the sanctioned individuals, and in April 2023 they sought a Judicial Review of the Government’s decision (here). But today’s deal may render that unnecessary.

Nexfibre’s Deal for Upp

The agreement announced today will see nexfibre gobble Upp’s existing network assets, which for the first time reveals that the AltNet had so far been able to deploy their full fibre network to cover 175,000 premises. Just for context, nexfibre added this many premises to their UK coverage in Q2 2023 alone (here).

The all-cash deal is in two-stages. VMO2 will initially purchase Upp and carry out integration work – this includes aligning systems, completing in-progress fibre build and offering VMO2 services to Upp’s ~4,000 customers (we suspect they were struggling with so few users). But nexfibre will ultimately fund the acquisition through a back-to-back agreement to buy and own Upp’s network assets (175,000 premises). This integration work should be completed within the next 12 months.

Build and investment in the region will also continue, with nexfibre planning to invest upwards of £350 million to pass more than 500,000 extra premises with FTTP (XGS-PON) in the East of England by 2026. We note that VMO2/nexfibre’s existing network does already overbuild with some of Upp’s, but Upp also exists in many locations where Virgin’s service does not (low overlap), which helps to explain the rationale.

Drew Ritchie, CEO of Upp, said:

“Upp is delighted to have been acquired by nexfibre, in partnership with Virgin Media O2, and we are looking forward to continuing the rollout of full fibre in the East of England. It is an important recognition of the scale and quality of the network that we have built, and all the hard work and effort put in over the last two years.

Since we began in early 2021, Upp has grown to deliver the quality, scale and excellence in customer service envisaged from the start. We are all personally very proud of having this recognised by our thousands of customers and through the purchase by industry leaders.

We would like to extend our thanks to our previous shareholder for the belief and backing they gave us from the start and we’re now looking forward to working with the nexfibre and Virgin Media O2 teams to make the most of the opportunities ahead.”

Lutz Schüler, CEO of VMO2, said:

“Virgin Media O2 is playing a key role in supporting nexfibre with integration work and build, and through our wholesale partnership we will extend the reach of our gigabit connectivity in the East of England. Building on the strong foundations that exist today, Virgin Media O2 and nexfibre have a clear strategy in place to be the biggest fibre challenger in the country, offering greater choice and competition to the BT status quo.”

Perhaps unsurprisingly, the announcement makes no mention of the Government’s aforementioned intervention over security concerns, but today’s deal will naturally put an end to all of that anyway. But at the same time, it does look set to raise a few issues, such as the question over what will happen to the 180 staff that Upp currently employ and how will VMO2/Nexfibre approach areas where overbuild exists.

Customers of Upp’s service may also have reason to be concerned, even though the voices of just 4,000 users are unlikely to catch many ears in VMO2’s head office. Upp’s existing packages tend to be a fair bit cheaper, particularly in terms of post-contract pricing, than comparable options from Virgin. Suffice to say, they might not all welcome being “offered a wide range of Virgin Media O2 services in the coming months,” even though the provider has pledged no service changes occurring in the “near term” as a result of the transaction.

For example, Upp’s top 900Mbps service (this is also symmetric speed, unlike on Virgin) currently costs £43 per month on a 24-month term (£45 for 18-months), including free installation and a WiFi 6 router. You also get the first 6 months of service for free. By comparison, Virgin’s comparable Gig1 Fibre plan (100Mbps uploads) costs about the same initially, but its post-contract prices are expensive at £73 and there’s no 6 months free.

UPDATE 10:44am

We’ve managed to get a few more details out of VMO2 on the deal. In terms of Upp’s existing workforce, there are currently no changes, but as integration work and the completion of existing build takes place and progresses (i.e. not all of those 175,000 premises are ready for service yet), VMO2 said that any “changes or opportunities” (i.e. job losses or role changes) will be discussed directly with individual employees.

In terms of nexfibre/VMO2’s approach to areas where Upp already overbuilds their network, the operator said this is still being analysed. But given the low overlap where minimal value is attributed to those overlapping homes, this acquisition is said to be “more about an efficient footprint expansion“. Due to a range of factors, it is thus “likely that Virgin Media O2’s fibre upgrade plans in the area will remain unchanged“, but no final decisions have been made.