Cellnex Telecom, S.A. (BME:CLNX)
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Earnings Call: Q4 2021

Feb 25, 2022

Juan Gaitán
Director of Investor Relations, Cellnex Telecom

Good morning, everyone. My name is Juan Gaitán, Director of Investor Relations at Cellnex, and I would like to thank you all for joining us today for our 2021 results conference call. As always, I'm joined by our CEO, Tobias Martinez, our CFO, José Manuel Aisa, and our Deputy CEO, Àlex Mestre, who will lead today's sessions. Throughout our prepared remarks, we will refer to the presentation we have published at least today, and then we will open the line for your questions. Without further ado, over to you, Tobias.

Tobias Martinez
Founder and CEO, Cellnex Telecom

Thank you very much, Juan, and good morning, everyone, and thank you so much for your time today. Let me please start with the main highlights of the period, year that has been marked by a consistent execution with our business fundamentals and objectives. Our organic growth generation continues to be strong and sustainable with the new PoPs on existing sites and our build-to-suit program generating 6.1% growth. The main driver behind this strong organic growth has been the significant contribution from our build-to-suit programs. With more than 1,200 new sites already deployed this quarter, and with no issues observed in our supply chain, which allows us to meet on time our clients' network requirements.

On the organic front, we are increasing the scope of our build-to-suit programs with existing customers, crystallizing opportunities to host new entrants in existing markets, and extending our commercial relationship with our key customers in the U.K. We continue to make progress on our efficiencies plan, and we are reiterating our 2025 savings target. We are presenting again a strong set of results, with revenues increasing 58% compared to last year. Our adjusted EBITDA 63%, and our recurrent levered free cash flow 61%. Moving to ESG, we are making steady progress on the initiatives set out in our ESG master plan, which is being translated into a significant improvement in our ESG ratings.

In the current rising interest rates environment, I invite you to stop thinking of Cellnex as a bond proxy and see it as a place to be in an inflationary context, with the majority of our contracts linked to CPI and very well-managed OpEx base, and solid capital structure and long-term thematics supporting our fundamentals. 88% of our debt is fixed. The remaining 13% is linked to Euro at historical lows. Our firepower is fully funded with no additional debt required. Our debt has no covenant, no hedge, no warranty, and we are expecting to refinance our 2022 bond at a cost lower than its current coupon. We have also made the most of current market conditions and bought own shares, recently reaching a level above 1% of Cellnex share capital.

On M&A, we still believe we will be able to sign our pipeline of opportunities before the end of the 18-month period, since the completion of our capital increase last year. A steady progress is already being made. We are extending build-to-suit programs with existing clients in France. We are acquiring sites in Portugal. We are reducing our rooftop mix in France in the context of Hivory's closing conditions. We are acquiring Iliad minorities in France and Portugal with the possibility of opening the capital of certain business units under the right conditions. Finally, we are exceeding all of our key metrics in 2021 on a like-for-like basis. Please remember that our guidance includes three months of Hivory, and we have been able to hit our targets with only two months of contribution from this portfolio.

We are also presenting our 2022 guidance, which reflects our own internal assumptions in terms of timing of closings and impact from remedies with the information we have today. We are reiterating our 2025 guidance, including all potential impacts. If we move to the following slide, you can see here our 2021 results compared to our guidance. We have been able to meet our targets with only two months of contribution from Hivory. On the right-hand side, you can see, for illustrative purposes, what would have been our performance had we consolidated Hivory for three months, which would have result in a more accentuated outperformance. If we now move to slide four, we are presenting our 2022 guidance, which is in line with market expectations, and we are also reiterating our 2025 guidance, including all impacts.

Our 2022 guidance has a number of assumptions which are worth explaining to properly understand how we see the year. Starting from 2021, we add the positive impact from inflation in our 2022 revenues. The delta shows contribution, organic growth, and the change of perimeter. We are assuming that Hutchison UK transaction will be closed and will contribute half a year. We also include the expected impact from remedies in France and the U.K. in 2022, assuming an internal scenario based on our proposed remedies, as well as other timing effects. As you can see, we are not expecting any impact in our 2025 guidance, as proceeds from disposal will be gradually reinvested. We are in a position again to reiterate our 2025 outlook.

Very quickly on the following slide, just a reminder that we have successfully completed 25 integration processes since 2015, of which 15 in 2021. All of our ongoing processes are progressing as planned. As you know, we are still working on the closing of the Hutchison UK deal. If we now move to slide number six, let me please share some considerations regarding our ESG approach. As a company with a clear long-term view, ESG becomes an integral part of our strategy involving all areas and markets. Our board of directors approved last year our 2021-2025 ESG master plan with 92 initiatives in place, each of them linked to the United Nations Sustainable Development Goals. We also created an ESG committee that coordinates the actions to reach these goals, involving talent management, equity, cultural diversity, inclusion policies, environmental initiatives, and climate change strategy.

On this slide, you can see the progress we are making on carbon footprint reduction, our social initiatives, and corporate governance improvement measures. With this, I will now hand over to our CFO, José Manuel Aisa, who will provide a few more details of the period.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Thank you, Tobias. If we move to slide eight, I will provide a few more details on this period. Our revenues have increased 58% to EUR 2.5 billion euros. Our recurrent free cash flow has increased 61% to EUR 981 million euros. Our total PoPs have increased 70% if we include the contribution from organic growth and M&A. If we consider organic growth only, our PoPs has increased 6.2% compared to last year, as a result of colocation and acceleration on our BTS program to meet our customer needs. Moving now to the performance of our main financial and margin metrics in slide nine. On top of the figures just discussed, our adjusted EBITDA has increased 63% compared to last year with a slight margin expansion.

This EBITDA growth is mainly explained by the contribution from telecom infrastructure service, organic growth, build-to-suit, recent acquisitions, and by the efficient management of our OpEx base. As you can see in this slide, we have presented to you a flat OpEx on a like-for-like basis. The following slide, number 10, explains our recurrent levered free cash flow generation in the period. You can see here the contribution to organic growth from our different drivers, colocation and associated services, build-to-suit, escalators, and efficiencies. These elements combined generate EUR 125 million in 2021, a 20% growth compared to last year. If we also consider the additional contribution from M&A and the rest of cash items below adjusted EBITDA, Cellnex has generated again a strong recurrent levered free cash flow growth of 61% compared to 2020. Moving to slide 11.

Just a quick update on our lease efficiency plan. Please note that the management of our ground lease base has always played a key role in our operations, and we keep demonstrating a solid execution, crystallizing efficiencies out of our portfolio size. In 2021, we have renegotiated more than 3,000 ground lease contracts, generating EUR 15 million of efficiencies, and we are accelerating our 2025 target. In slide 12 and 13, we can see the balance sheet. The movements compared to last year are mainly explained by our M&A and financial activity. The increase in total assets also explains the corresponding increase in equity and liabilities as a result of our right issue and the issuance of debt instruments in the period and respectively.

Let me remind you our prudent approach with regards to purchase price allocations in the context of our strong M&A activity, which prioritize the allocation to fixed assets. The goodwill you see in our balance sheet does not correspond to any cash out. A quick summary to the main characteristics of our solid capital structure. We have close to EUR 8.6 billion of available liquidity, which means that we don't need additional debt to fund the growth opportunities in our pipeline. The vast majority of our debt is fixed. We are talking almost about 90%. We have no exposure to the US dollar, and our corporate debt has no covenant, no pledge, no guarantee, so we have full flexibility. Going to slide 14 now.

Here you can see a summary of our recent M&A and growth activity, which has been mostly focused on the closing and integration of already announced transactions, reaching new agreements with existing customers, successfully securing connectivity projects under a neutral host model, making progress with partners in the context of suggested remedies in France and the U.K., and acquisition of minority stakes. In total, we have closed deals for amount of around EUR 19 billion, negotiated growth agreements for amount of EUR 1.9 billion, and an asset disposal for an expected amount of EUR 1.1 billion. With this, let's please open the line for your questions.

Operator

Ladies and gentleman, if you wish to ask a question by phone, please press zero one on your telephone keypad to enter the queue for the question and answer session. We have already one question from Abhilash Mohapatra from Berenberg. Please go ahead.

Abhilash Mohapatra
Equity Research Analyst, Berenberg

Yeah. Hi, good morning. This is Abhilash Mohapatra from Berenberg. Thanks for taking my questions. I've got two, please. Firstly, just one, just sort of thinking about valuation and M&A. You know, with changes in the rates environment, we've obviously seen valuations of listed tower stocks come under pressure both in Europe and U.S. How do these changes factor into your thinking around M&A? For example, does your required rate of return threshold go up, thereby maybe lowering the effective multiple that you might be willing to pay for acquiring, assets? And does this maybe make it harder for you to compete versus, let's say, private, sort of infra funds who have a longer view potentially, on these assets?

Secondly, you've mentioned today that you're signing framework agreements with new operators to secure future organic growth. Can you maybe give us some color on that, please? Thank you.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Okay. Thank you very much for your question. I will take the first one, and I think that our Deputy CEO will take the second one. Okay? Yeah, your question is clear. As a long-term investor, we do not tend to change the thresholds of our M&A activity. We are not opportunistic in this regard. We really think that our contracts that have a length of 30, 40, 50 years should take into account and normalize CPI, normalize interest rates, when we calculate our IRRs. It is true that right now the interest rates are going up. But at the same time, what I really take care of is that the inflation we project and the level of interest rate we project are commensurated.

This is what, from a value perspective, this is what we have to look for. On top of that, as you can see in tenants, we have been very opportunistic in terms of financing. Obviously when we talk about execution, we tend to somehow secure our interest rates as soon as the market allow us to do so. Just from a valuation perspective, we are not going to change our strategy or our valuation approach.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Yes, in relation to the second question, unfortunately, we are under confidentiality agreement. We cannot disclose the name. However, the type of opportunity that we are chasing is in relation to a new entrant into a country where we already have presence. It's something similar to what we did, for instance, in Italy with Iliad when they started as a new operator. That would be a fresh new operator in one of our existing jurisdictions where we have presence. We are having great hopes around that pure organic opportunity that we believe we can serve perfectly with the assets we have.

Abhilash Mohapatra
Equity Research Analyst, Berenberg

Got it. Thank you.

Operator

Thank you. We have another question from Akhil Dattani from JP Morgan. Please go ahead.

Akhil Dattani
Managing Director, JPMorgan

Yeah. Hi, good morning.

Operator

Yeah.

Akhil Dattani
Managing Director, JPMorgan

Thanks for taking my questions as well. I have a few that are all related to M&A and the balance sheet of Cellnex as a whole. The first is, and it's just a couple of clarifications. Firstly, are you still expecting the U.K. CMA ruling on the seventh of March? Just if there's any visibility as to whether that date still sticks. The second is, obviously you mentioned earlier in the response to the previous question that you take a long-term view on the returns and requirements from transactions. I just wondered how the remedy requirements in the U.K. and France feature into that. You know, are those remedy requirements maybe changing the way you think regulators are looking at deals? Does that change the way you want to de-risk the sort of returns you want from transactions?

Just maybe a bit of color on how those things work. Then the last thing on M&A is just to understand, is there any update on the sort of probability-weighted pipeline of deals you're looking at? You know, in the past you've sort of given us some flavor of where you are. Just to understand, you know, how big is the pipeline for what you're looking at. Then the separate piece just linked to this is just your general balance sheet capacity. Obviously, you've got very strong cash generation, very strong EBITDA growth, and you mentioned in your introductory comments that Cellnex will de-lever very fast from here. I just wondered how you think about your prioritization should there be a bit less M&A opportunity going forward.

I guess the question is, would that be a point at which you might start to consider shareholder returns, whether that's dividends or buybacks, or are there other sorts of M&A opportunities beyond tower that you're thinking about? Thanks a lot.

Tobias Martinez
Founder and CEO, Cellnex Telecom

Well, good morning. Tobias is speaking. I take your first question regarding CMA. CMA is expected to get a final decision on March the 7th . The keyword for us is confident. We are confident. We do not have certainty. It's a different question. We have to wait until March the seventh. This is the reason why we are including on our projections in 2022 and 2025 the impacts on the remedies we have submitted to the CMA. Therefore, everything on track and everything in plan, but again, we have to wait until March the seventh, which is the deadline. Maybe José Manuel, you can take for me.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Yeah. I will ask for your help also, Àlex. When talking about the balance sheet capacity, the M&A for the returns. Look, we do have a commitment with you, which is very clear, and is to deploy the remaining five firepower that is in our balance sheet.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Mm-hmm.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

You know that, in April 2021 we said to you that, our pipeline was EUR 18.18 billion, okay? Right now, after the transactions we have presented to you, and you can find this information in slide number 30, our pipeline is almost EUR 8 billion. This is the first thing we have to do, is to deploy it now. We really think that there still is, there is opportunity in Europe, and there is opportunity in the tower market of Europe, during the dawn of the 5G. As we have always said to you, I think that this remaining firepower should be devoted to M&A deals in which 5G has something to say.

We have a little bit of time in front of us, and pretty soon we'll do the delivery of all the firepower. Àlex, I think that regarding the CMA impact on the M&A capacity, which is the remaining question.

Àlex Mestre
Deputy CEO, Cellnex Telecom

No, I think that in that sense, Tobias already answered that we don't think that this is going to impact. As said, what we are projecting is what we suggested to the CMA as potential remedies. It is yet to be seen whether our proposal has been fully endorsed by the CMA. We are confident and that remains to be seen in the coming days. Yes.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Overall, I can tell you that we are not seeing a material change on our strategy, on our capacity in order to execute the M&A transactions because, well, this morning we have announced also an extension contract with DT, which matters a lot. I mean, this is the way that we are creating value. This is not just a pure, let me say, M&A. We like to extend our existing contract. We like to find new opportunities. Just to give you an example, in the first month of this 2022, we have engaged with our customer for EUR 1.9 billion investment.

All in all, it seems that the company is not executing, maybe it's not executing M&A, but we are growing, and we are executing our also pipeline of opportunities with our existing customers in the existing countries, which is true. You are right. Sometimes it's not, let me say, visible.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Maybe if the question was more broadly thinking about how an antitrust may limit our M&A activity, I think it's good to have a look on page fourteen, where we are, let's say, announcing that we have signed two deals in France that are almost totaling 5,000 new build-to-suits, where on the other side, we need to divest 3,200 rooftops. As you can imagine, these build-to-suits are going to be towers on rural areas, which is not where we are having potential ceiling on market share, no? Almost additional 5,000 build-to-suits in France is a very remarkable new contracts that we have signed and that we will deploy in the coming years, no?

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

I think that you were also raising the potential impact of remedies into our IRR. I think that the slide 21 can answer to that question. As you can see there, we have divestments and we have reinvestments. You can see that somehow the enterprise value EBITDA of our investments have been a little bit less compared to our enterprise value EBITDA of our divestment. Somehow I think that Cellnex at least is being able to maintain the initial IRR that we presented to you at the moment of acquisition. We feel very comfortable. Here there are a lot of information, the presentation, and what is crucial when answering your question is that there is an underlying element in our M&A, which is tailor-made.

This has to be considered also when talking about competition. Being an industrial player allow us to do tailor-made solutions and to adapt to the different circumstances and regulations that at the beginning were unknown. I think that the slide 21 is a good testament about this capacity.

Akhil Dattani
Managing Director, JPMorgan

Great. Thanks so much for the answers.

Operator

Thank you. Our next question.

Simone Battiferri
Co-Founder and Shareholder, Fair Winds Digital

Hello?

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Yeah.

Simone Battiferri
Co-Founder and Shareholder, Fair Winds Digital

Sorry.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Yeah, please.

Simone Battiferri
Co-Founder and Shareholder, Fair Winds Digital

Hi. Sorry, a couple of questions, please. Thank you for the presentation and the extra information at the back. The first one is just on this potential swap of minority stakes. I think you've always said in the past that you're open to having partners in your subsidiaries, but in the past, it's been at the time of acquisition. I'm just wondering, what's the change here in opening up existing assets to other partners? Is this just opportunistic way to generate more funds to invest in other areas because there's private money that's willing to pay high multiples? Just trying to understand what we should be sort of implying from that comment. Then secondly, on slide 26, thank you for this information.

There's obviously lots of speculation on M&A consolidation in Europe this year, given the news flow we've been seeing. Is it correct to understand the slide is basically saying on all your contracts today, typically they're 20 + 10 + 10, but if we just assume that nothing was renewed, you can still pay down all of your debt? And am I correct in understanding that if in a worst case scenario, one of these operators wanted to cancel one of those contracts even before the first renewal, they would still have to pay the fees for the full sort of first term? Whatever happens, you can still pay down all of the debt that you have.

The final question is just a quick one on the Telefónica contracts that are coming up for renewal this year, and then I think there are some tranches in the coming years as well. How are negotiations going on that front? Thank you.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Okay. No, listen, Simone. Understood. The first question you raised. One of the key characteristics of our financial policy is that it's flexible. Flexibility gives us opportunity of not having any covenant or any restriction. Within this context, opening up some countries at the right moment can be a good source of funding. It has to be at the right moment when we do think that the maturing point is the adequate one. Okay. Opening up some countries that are not maturing up, that doesn't make sense. Opening up potentially other countries in which the maturing points have been more or less reached, this can create value for our shareholders and also to be a funding element for new transactions.

This is something that obviously we cannot rule out. Your second question was about the slide number 26, and there is a clear graph that says that on a, let's call it, a general contract. The remaining life of our contract, if we do a pro forma of MSA, it is true that we will be talking about 10-15 years. Let's call it 15 years. We are representing here that our net debt evolution, if we just do nothing, and we just manage our current contract, before the end of this pro forma contract, we will be able to reduce our debt. Here we are not talking about renewing that contract because as Simone, you will know perfectly, we have all or nothing clauses.

It seems that the probability of renewal is not low. From a net debt EBITDA perspective, it is true that the spot ratio is important, but as we have always said from the company, it is by far much more important the evolution of the net debt.

Juan Gaitán
Director of Investor Relations, Cellnex Telecom

When we have contrast with such a big backlog, which are the other graphs on this 26 slide that you can find out the backlog divided by revenue, the backlog divided by net debt. As a CFO, I feel very comfortable about our current debt structure and the evolution of the company to pay back the debt before the end of this prototype MSA contract. Àlex, I think that's

Àlex Mestre
Deputy CEO, Cellnex Telecom

Yeah. In relation to Telefónica. Thank you, Simone, for the question. Yes. As you may recall, Telefónica has been, let's say, coming in different batches. The first one was Babel, then was Holten, then was Tesla, no? The one which was due to renew soon is Babel and has renewed automatically with exactly the same conditions as they were before. Okay? We keep working on the rest of the portfolios, but we do expect, as we already anticipated, no surprises around that.

Juan Gaitán
Director of Investor Relations, Cellnex Telecom

Simone, just to recall that we are running a huge portfolio of assets from Telefónica, which are not overlapping, let me say, with other towerco's estate, which is very important. I mean, no secrets about that. We are renewing the contract, and we do expect to renew the next one. This is the reason why. Obviously, also, operational excellence matters in this regard.

Simone Battiferri
Co-Founder and Shareholder, Fair Winds Digital

Yeah. That's a complementary footprint. That's good news. Thank you very much.

Operator

Thank you. We have another question right now from Sam McHugh, BNP Paribas. Please go ahead.

Sam McHugh
Managing Director, Head of Telecom, and Cable and Satellite Equity Research, BNP Paribas

I'm guessing that was supposed to be Sam McHugh, hopefully anyway. Two questions if I can. First on the 2025 targets, you've given us a good bridge on the divestments and new investments, but there's still a EUR 50 million drag on the 2025 numbers, but your guidance is unchanged. I just wanted to check, you know, is it fair to think that you're tracking ahead of expectations, number one? And then within that, have your inflation assumptions changed? And I guess explicitly, what are you assuming for inflation over the forecast period? And then the second question was just the new entrant, just a small clarification. Does the 2025 guidance assume anything for a new entrant, in this unspecified market? Thank you.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Thank you. Thank you, Sam. I will try both of them. On the second question, the answer is no. Bear in mind that we are still negotiating. We can assign a sort of fairly high probability that we will be able to reach our volume commitment, but this possibility is not included in our 2025 guidance. Also on your first question, I mean, if you look at the chart that we are providing in the CapEx and the EBITDA evolution coming from the base case investment processes, it will be a small gap to 2025 compared to our previous assumptions, but we don't believe that this gap is enough for us to forecast our previous guidance. Okay. That's why we are keeping it.

At the same time, we are not changing our inflation assumption. Okay. So I mean, obviously, 2022, we will be seeing a positive impact, which is already reflected in our 2022 guidance. In the medium term, we are not changing our previous assumptions in terms of inflation.

Sam McHugh
Managing Director, Head of Telecom, and Cable and Satellite Equity Research, BNP Paribas

Okay. Super clear. If I can ask one clarification on the last question as well on the Telefónica renewals. Did you say you had already agreed one of the renewals and it's already been done, or did I miss it?

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Yes.

Sam McHugh
Managing Director, Head of Telecom, and Cable and Satellite Equity Research, BNP Paribas

Great. Thanks, guys.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Yeah.

Operator

Thank you. We have our next question coming from Stan Noel from Bernstein. Please go ahead.

Stan Noel
Analyst, Bernstein

Hi, guys. Thanks for taking the question. I've got two, please. The first one is about organic new PoPs. If we exclude build-to-suit, it looks like that you've added more than 1000 new tenants in Q4. If I'm not mistaken, it's a record single number in a single quarter. How is that sustainable for this growth? Should we expect this to further accelerate in coming quarters? The second question is around slide 13 about the pipeline. I just wanted to clarify something. In the growth deals, it seems that you include the build-to-suit, the new build-to-suit opportunities as part of your pipeline. I just wanted to understand, these will be,

I mean, I think in the past, the build-to-suits, you were saying that they were financed really with, let's say, organic cash flows from the business. Here, are you saying that they are consuming part of your firepower, or it's really incremental? Thank you.

Simone Battiferri
Co-Founder and Shareholder, Fair Winds Digital

We'll start with the second one. We since the very beginning when we have defined the firepower, and you can see in all the prospectus of every single right issue, we have defined our firepower taking into account the upfront and the build-to-suit program. Okay, so we have considered everything, in it. Happy to take it offline and to show you prospectus after prospectus, the definition of power, of our firepower. Maybe the first question.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Yeah. I think on page 10, there is clarification on how much of the organic growth is actually coming from build-to-suit. Build-to-suit represents probably 50% of the organic growth. Independently from that, the PoPs which are pure colocation. I understand the question is we can expect similar number on the coming years, no? Our understanding is yes, the demand is there as it has been proven, and it may be just because there are new entrants, it may be because there is densification coming out from the needs of 5G, and all new pods generally required in order to improve the coverage, no? There are several levers for that propensity to grow, and we continue looking after them.

We are transforming that in actual revenues, in a sustainable way until now.

Stan Noel
Analyst, Bernstein

Yeah. Thank you.

Operator

We have another question coming from Luigi Minerva from HSBC. Please go ahead.

Luigi Minerva
Senior Telecoms and Digital Infrastructure Analyst and Director of Equity Research, HSBC

Yes. Good morning. Thanks for taking my two questions. The first one is on the 2022 guidance, and I was wondering if you can help us with a bridge on the recurrent levered free cash flow. Starting from the 2021 figure, how do we get to the 2022 guidance split in the various components, which I presume are organic change in perimeter, French remedies, UK remedies? That's the first question. Second question is just going back on the announcement this morning with BT. You mentioned that's part of, you know, the things that you are very keen to do more going forward.

There's a term in the press release where BT talks about enhanced terms, so which doesn't seem to refer to the longer length of the contract. I was wondering if more details can be provided of what are the enhanced terms about. Thank you.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Thank you, Luigi . Let me try on the first one. Basically what we are doing is we take a change of perimeter. Transactions that have not contributed in 2021 or which have actually contributed in 2021, the remaining part we are including in our 2022 assumptions. On top of that, escalators plus inflation impact on our revenues, plus organic growth, plus build-to-suit, plus some modest increase in our operations. On top of that is, I would say, the traditional way to project our following year, no? This year we are also projecting some impacts related to our remedies both in France and the U.K. I would say that nothing else. You were asking about the cash flow.

Simone Battiferri
Co-Founder and Shareholder, Fair Winds Digital

Please consider that our expectation for ground leases payment in 2022 is around EUR 800 million. I think that this morning caused a little bit of a controversy because I think that the market was using something called Visible Alpha as a source. Our interpretation is that maybe those leases were a bit low for some reason. Again, I mean, our expectation in terms of ground leases is EUR 800 million, which is basically similar calculation, no? If you take EUR 600 million in 2021, that's a contribution of a Hutch Italy plus Hivory plus Polkomtel, you get to EUR 850. That's an additional contribution from maybe Hutch UK build-to-suit and other M&A, you get to this EUR 800 million of leases, no?

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

I think that is mostly reflected in these updated recurrent levered free cash flow guidance. Also, let us reiterate that in terms of the different FY, we are not changing anything.

Luigi Minerva
Senior Telecoms and Digital Infrastructure Analyst and Director of Equity Research, HSBC

Thank you.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Shall I take the BT one? Look, we are very proud of having reached that agreement with BT, no? That perimeter is today affecting, of course, to our sites in the U.K. So it's not taking into consideration anything in relation to whatever outcome comes out from the CMA. However, the understanding with BT is on a global basis. When we talk about the terms, what BT was facing is a massive renewal with Cellnex of sites around 2030, which is also the moment where the unwinding of MBNL is about to occur. That's important for BT because it's around one-third of their network.

We engage in a very firm course of discussions with BT, by which we have agreed on an additional 10-year contract from 2030 to 2040 on an all-or-nothing basis. In a way, we are having BT considered us into the act of being an anchor tenant, no? In addition to that, BT also was willing to have certainty in relation to whatever may happen after MBNL solution that has been tackled. Also, the possibility to have some benefit in relation to gain share, typical elements that we have in all our contracts, we've been now able to also deploy that with BT.

We are extremely happy on having been able to close that agreement with BT and being able to announce it today.

Luigi Minerva
Senior Telecoms and Digital Infrastructure Analyst and Director of Equity Research, HSBC

Great. Thank you.

Àlex Mestre
Deputy CEO, Cellnex Telecom

We have another question from Andrew Lee from Goldman Sachs. Please go ahead.

Andrew Lee
VP Chief of Staff Tech Risk Division, Goldman Sachs

Yeah. Hi, everyone. I had three questions, mostly around deals and then one around other capital deployment opportunities. Just on the deals, you obviously mentioned that you're still confident you can deploy the balance sheet capacity by the end of the 18 months. Has the configuration of what the type of deals you're going to do with that money changed in your mind? Is there less existing tower purchases, more build-to-suit? Or if you could talk about how you see that playing out, that would be useful. Secondly, just wondered how your funding for inorganic approaches is shifting. Obviously, you've mentioned in the past using equity stakes in more mature markets to fund other deals. I think this was alluded to in the question earlier.

Could you talk about how maybe the Iliad minority agreement may act as a funding for deals going forward, and how you've maybe shifted your view on how to fund deals in the future? Just thirdly, my understanding that you've been conducting a kind of industrial roadshow of sorts over the last few months to speak with your customers and your corporate clients about interest in build-to-suit and fiber to the tower and other ways that they may use Cellnex, and you may provide a service for them. I just wondered if you could give us an update on how that's going, since we still haven't seen any further fiber to the tower deals signed. Thank you.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Okay. No, regarding the two first questions, funding and configuration of M&A deals, I think that so far, I think we do not change the main criteria, which is regarding funding flexibility and regarding configuration. You know that until now, it has been based on making sense. The first semester funding. No, Cellnex has total flexibility to keep on issuing bonds or using, now, bank debt, which is now the most palatable source. Why not, why not to open up some business unit if we have to do it. We are within this financial flexibility. I mean, we are not changing this paradigm at all. It is true that maybe if the deal were to be big, we could also have partners on the level, at the level of the target. Why not?

It's something that we are open to do. As long as we do control the target, because we're industrial player and obviously we would like to operate the business and to extract maximum value out of it. Now, yes, I think that the company is getting also bigger and therefore these, the instruments that before we didn't use, now we can use it, no? Some countries are getting more mature because they have been with us for a long time, and then we can use them as a source of funding. Regarding the configuration of M&A deals, no big changes. I think that if you look at those deals that we have signed and we have closed in 2021, vast majority has been macro cell acquisitions.

Also we have come to you, we have been able to present to you all the deals that are more based in active equipment sharing or evolution in adjacent assets, as long as our business model is respected. Backlog inflation driven, open to share all the infrastructure with more players and the anchor tenant. These are the characteristics that we are not going to change at all.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Following with José Manuel, still on page 14, there are a few examples of that beyond the 5,000 towers in France that we've mentioned. In terms of adjacent assets, we are also announcing two additional data centers, central offices, which is what we are acquiring from Bouygues. There is the extension of the fiber to the tower project also in France with Bouygues. There is a set of already signed agreement that we are today announcing to you. In terms of prospects, one of the topics that also someone raised is in relation to the active equipment.

As you know, we've done the full content deal, and we've been telling you that we were in an evangelization process among the different MNOs. It's a difficult asset for them to actually dispose, but we are starting to have talks with a few of them in order to actually consider that next step seriously. Okay? There's nothing yet to be disclosed, but we are continually looking to seize that opportunity properly, and we are very positive on that.

Andrew Lee
VP Chief of Staff Tech Risk Division, Goldman Sachs

Okay. Thanks very much. I guess just your last comment was, Yeah, partly an answer to that question on the institutional roadshow. What about operator interest in things like fiber to the tower and it's going to have to come from somewhere. Are you still confident that you're going to be a major player in the provision of fiber to the tower for operators that don't already have it, which seems to be most of your towers?

Àlex Mestre
Deputy CEO, Cellnex Telecom

Yes. What really matters to us is that there is a fiber on our towers. In some cases, the operator wants to do it on their own, which is fine, because then also that fiber can be used by other tenants on our sites to deploy their 5G services. What is clear is that 5G is going to require high bandwidth in the backhaul link, no? The type of discussions we are having is as mentioned, no? That we are more than willing to deploy the ducts plus the duct fiber plus the electronic equipment to provide the connectivity. The scope of that type of investment is the one that we are having discussions.

This is a must have, and this is something that we always, I think, mention that the fiber to the tower is like the roots of the trees. It makes the tree more difficult to be removed, no? It's for us an important element of our even passive co-location acquisition.

Andrew Lee
VP Chief of Staff Tech Risk Division, Goldman Sachs

Okay, thank you.

Operator

We have another question from Roshan Ranjit, Deutsche Bank. Please go ahead.

Roshan Ranjit
TMT Equity Research Analyst, Deutsche Bank

Oh, great. Afternoon, everyone. Thank you for the questions. Two from me, please. Thanks for the information around the consolidation. I get the opportunities presented. Can I just check the MSA protections that you've talked about, and whether, you know, when you sign a MSA with a customer, is it for the kind of spectrum within the perimeter at the time? Or does the agreement potentially extend to any new spectrum as a function of consolidation that they ought to bring it? So just talk around that, please. And secondly, just to clarify on the Hutch UK deal, I think the structure involved equity at the group level to Hutch. I think it was around 5%. Now, I think your share price is out of the range at the moment.

Has anything changed there? Or, you know, as we stand, would that then be deployed as cash, a cash payment to Hutch for that component? Thank you.

Tobias Martinez
Founder and CEO, Cellnex Telecom

Thank you. Thank you, Roshan. I will take the first one. Well, you know that we basically charge by PoP, okay? So if an existing client in the future requires more spectrum, we don't have the ability to charge more. Actually, our understanding is that this is the market practice, okay? What we do have is rent sharing protection. So in the event of a client willing to host the spectrum of another client, we basically can charge more. In some cases, it is subject to negotiation. In some cases, these incremental fee is already included in the contract. So we do have that protection. On the second question, José, do you want to comment?

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Yeah, no, of course. Regarding the payment with shares, it's an approval that was given in the assembly meeting. This has to be renewed in the next year assembly meeting. Still, we are not in the closing of the U.K. transaction. There are some, let's say, months in front of us. We have to wait before going into the details of the contract. At the right moment, what the assembly meeting will decide how to pay that transaction. So far, I think that we have to wait till the closing. The closing, we're not expected before June 22, 2022. It will be, you know, as we have always said, it is going to take a little bit of time. Yes, we're in February, some months in front of us.

Let's wait a little bit to see the evolution of all the elements.

Roshan Ranjit
TMT Equity Research Analyst, Deutsche Bank

Okay, thank you.

Operator

Next question comes from Jakob Bluestone from Credit Suisse. Please go ahead.

Jakob Bluestone
Head of European Telecoms Equity Research, Credit Suisse

Hi. Thanks for taking the questions. I had two questions, please. Firstly, as you mentioned, you bought back around 1% of your shares, during the quarter, well, year to date, which I guess it's fairly obvious the shares have been under pressure. Can you maybe just explain that decision from a capital allocation point of view? I mean, ultimately, if you're buying back shares then, you know, that's money that's not available for the pipeline. Just sort of how you see, you know, buyback generally and from a capital allocation point of view would be helpful. Then just secondly, on the U.K. transaction, I mean, it looks like the divestments you're assuming are around half of the EBITDA of the acquired asset.

Can you maybe just give a little bit of I mean, it's obviously a fairly significant disposal that would involve. Can you give a little bit of sort of confidence on, you know, how you get to that number? I mean, do you already have a buyer lined up or what's kind of the thinking on how you get there? Thank you.

Tobias Martinez
Founder and CEO, Cellnex Telecom

Thank you, Jakob. Okay, I can maybe start with the second one, and José Manuel will comment on the first one.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Yeah.

Tobias Martinez
Founder and CEO, Cellnex Telecom

On the second, we have three issues. I guess that you're referring to the EUR 50 million EBITDA that we are including in 2022 as an impact coming from a number of processes. Okay? Basically, we are referring to EBITDA linked to rooftop that we will be selling in France, and also EBITDA coming from, which is hypothetical, this is our base case, linked to the site that we might be selling in the context of the U.K. remedies if they are approved by the CMA. There is also some timing element that might be playing a factor in the U.K., and we are also allowing for that in this EUR 15 million. Basically, you have these three factors included in this figure.

Also on top of that, regarding capital allocation point of view, obviously we devote EUR 300 million plus to buy our shares is because we do think it's the best investment we can do. In our capital allocation policy, IRR, as you know, is one of the key parameters. I believe we track this project fully, and that's the reason why we think it's time for Cellnex to buy shares. It's as logical as this. This is going to reduce our leverage, obviously. We are diverting from initial other projects to buy our own shares because it's the most profitable thing we can do right now. This means that we will continue doing so in the future. It will depend on the evolution of the share price.

These shares can thereafter be given, you know, during a potential transaction, for instance, you know. That gives us a lot of optionality, you know? The good thing is that buying right now shares at EUR 40 has a very attractive IRR for us.

Jakob Bluestone
Head of European Telecoms Equity Research, Credit Suisse

Thank you.

Operator

Next question comes from Alexandre Ronciere, Bank of America.

Alexandre Ronciere
Equity Research Analyst, Bank of America

Hi, guys. Thank you for taking the question. I just had two, please. The first one is just on buying out the minorities from Iliad. I was just wondering if you could give a little bit more color on, you know, why, like, Iliad decided just to sell, like, 10% of the Poland stake and, you know, 'cause obviously you got, like, the rest from Salt and also from France. Is that just expectation in terms of timing, them not having need of cash, or are you just expecting they will come back relatively shortly to just sell down the rest? And then the second question is regarding small cell and DAS that you can see you are now deploying in France.

Can you maybe give us a little bit more color into your strategy on the microgrid, as I've seen some of your competitors being quite bullish on the prospects there? Thank you.

Tobias Martinez
Founder and CEO, Cellnex Telecom

Thank you, Àlex. José Manuel?

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

No problem. Listen, I think that almost every year you have seen how Cellnex has been acquiring year by year, no, since 2016, the small stakes from our partners in general telcos in our targets. I remember the first one was acquisition of 10% of Galata, belonging to WIND at that time, you know? Since that moment, we have always acquiring 10%, 30%. It depends. It depends on the evolution of the company, it depends on several factors. But at the end, as we described in our risk factors, in our perspectives, is that we will tend to acquire these minorities for sure. Once the telco gains comfort, tends to leave. Another thing is this is leaving, no?

Before we were talking about potentially incorporating someone, acquiring those stakes, no? This is something that we are open to do so. This is a process that we expected, and we have to manage in the future depending on our 5G power needs, okay? Àlex, I think you can take.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Yes, in relation to the densification of small cells and DAS and everything, I think here you've been listening to us always being quite prudent on that. Others maybe have been a little bit more bullish on forecasting huge amounts of small cells, but we always have quite clear the intention from our clients on that concept of squeezing the macro, no? Meanwhile, you can deliver the services from a macro, and you have enough spectrum, then you will use the macro. Once the necessity of providing more traffic, because there are two reasons for putting in a small cell or other system, no? One is the need for traffic, then you need to densify, and this is where the small cells are gaining traction. We clearly can see that, for instance, in London downtown.

Step by step, we are starting to deploy small cells through the concessions we have in London in order to help the operators to cope with the higher traffic. This is actually happening. Is massive? No. Will that one day be massive? Maybe. But so far, we still are quite consistent on our vision of that. Another need for putting the small cells on that is that there are. This is where the whole transportation railways element comes into the picture, where there is no coverage, and we need to provide continuous coverage through a transportation line. This is the case of France with those new lines which are going to areas that are not having sufficient coverage in order to cope with the traffic of the metro.

If you look at it from the traffic demand perspective, it's quite interesting from an engineering point of view, because you have the train, which could be filled with 500 people all of a sudden just connecting to one station. This is just for a few minutes because then they jump to the other station. It's quite a challenging systems engineering problem to be resolved. This is where our capacity of designing those systems, I think, is well appreciated by the partners, and this is how we've been able to win the deal in Paris with those two lines.

Alexandre Ronciere
Equity Research Analyst, Bank of America

Very clear. Thank you.

Operator

Thank you. Next question comes from Nick Delfas from Redburn. Please go ahead.

Akhil Dattani
Managing Director, JPMorgan

Yeah, thanks very much indeed. Just a quick question on ground lease buyouts. Could you just clarify exactly what was spent on that in 2021 and how much that's going to save in our SCF for 2022? The second question is on ground lease inflation for 2022, what exactly are you assuming within your guidance? Thanks very much.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Yeah, we can start with the second one.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

Yeah. No, our ground leases more or less follow inflation. Okay. However, our efficiency programs have mitigated this significantly. You can see that, to make a clear example, in 2021, we guided you on a total EUR 605 million of payment of leases, and we have ended up at EUR 594 million. This is a clear example that Cellnex can manage quite well the payment of leases. Also, we tend to be prudent when we communicate our targets, and we like being prudent. Obviously, if we can perform better to execute, we feel comfortable and find it in there.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Yeah. On the first question, just to provide more clarity on the actual investment. It's been EUR 71 million in 2021 devoted to cash advances to landlords and an additional EUR 80 million devoted to acquiring land.

Nick Delfas
Partner and Head of Telecoms Research, Redburn Atlantic

Sorry. EUR 61 million advances, EUR 80 million to landlords. EUR 140 million total.

Àlex Mestre
Deputy CEO, Cellnex Telecom

EUR 71 cash advances and 80 acquisition plan.

Nick Delfas
Partner and Head of Telecoms Research, Redburn Atlantic

Okay, fantastic. That's you don't say what that benefits you in terms of improving our LFCF in 2022 and onwards. We should assume roughly, you know, on average a five, six year term?

Àlex Mestre
Deputy CEO, Cellnex Telecom

Well, no, I think.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

I would go to 8x. 6x-8x. Okay.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Correct.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

8x-10x.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Exactly. The EUR 800 million figure that I provided at the beginning of the session already includes this benefit. Also remember that I provided blocks, and I didn't include any inflation. Okay? I basically started with the EUR 600 million in 2021. I started adding blocks coming from either M&A or build-to-suit. The fact that our figure for 2022 is not being inflated with the current environment is also reflecting the fact that we are able to achieve savings thanks to these investments.

Nick Delfas
Partner and Head of Telecoms Research, Redburn Atlantic

Maybe EUR 15 million benefit comes from the ground lease buyouts as.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Yeah.

Nick Delfas
Partner and Head of Telecoms Research, Redburn Atlantic

Thanks.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Yeah. Okay. Thank you very much.

Thank you, Nick.

Operator

We are taking our last question from Emmet Kelly, Morgan Stanley. Please go ahead.

Emmet Kelly
European and Global Telecoms Senior Research Analyst, Morgan Stanley

Yes. Good afternoon, everybody. Thank you for taking my questions. I've got two questions, please. The first question is just on your ability to expand into new geographic markets. I remember about a year ago, Àlex, you presented a slide showing a number of new markets you wanted to go into, like, I think it was Norway, Finland, Belgium, Czech Republic, Slovakia, the Balkans, and the Baltics. Can you maybe just say a few words about any opportunities, any discussions? Are these markets where you're seeing interest from telcos in disposing of their towers and whether this is still something that is active for you? My second question is just to follow up on Nick's question on the ground lease buyout.

Can you maybe just say a few words about is there any potential maybe to extend or scale up that program? Because it looks like the returns that you generate on that program are very significant. You look at the multiples that you would pay to generate those efficiencies, they do appear to be quite attractive. Or is there some constraining factor there, such as the amount of landlords that you are dealing with? Just any flavor on that would be great. Thank you.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Thank you so much, Emmet. Want to comment, Well, you mentioned about my slides. Thank you, Emmet, for reminding me the slides. I guess that those slides were presented probably before the Hutchison transaction. After that, we have already incorporated a few countries. Let's remember a little bit our policy, no? We want to consolidate in those countries where we are already having presence first because we always look for a subsequent second transaction where we can have a second anchor. This is part of the activity that we are, as you can imagine, doing today. Of course, in the current, let's say geographical footprint that we have in Europe, we are looking at every opportunity, and there are quite a few out there, no?

There are opportunities in Nordics, Baltics starting now, also in the western part of Europe. There are opportunities and we are analyzing all of them and which is the angle by which we can provide volume, no? And not only being that angle, our capacity to have the highest level of proceeds, no? Our, let's say, ability, as José Manuel was saying before, to tailor the deals in order to have the best solution for both parties is one of our abilities that we've been able to deploy so far, and we intend to continue as such.

José Manuel Aisa
CFO and M&A Director, Cellnex Telecom

On the second question, potentially, yes. I mean, clearly, yes. I think that there are many merits in trying to intensify this activity. One is to secure land where we have our sites. That gives us peace of mind. Also protects us from any potential shock in the future. I guess that we need to meet two conditions. One, financial. The returns need to make sense. Second, commercial. Maybe we don't want to massively scale up this activity linked to sites that maybe in the future we don't really know if they are going to exist, because there could be so many changes in the core network configurations.

For as long as we can find the opportunities and the tickets make sense, and also there is the commercial attractiveness linked to these sites, we are more than happy to continue considering this activity going forward.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Yeah, maybe adding some comments, Emmet, on top of. Well, this is pure optionality, but this is not our base case. You know what I mean? This is not our best case because this is linked also very much with our core business, which is the infrastructure, which is the management. Well, again, open mind in order to look at other opportunities, optionality, but it's not our base case.

Emmet Kelly
European and Global Telecoms Senior Research Analyst, Morgan Stanley

Thank you very much.

Àlex Mestre
Deputy CEO, Cellnex Telecom

Maybe just as a reminder, sorry, Emmett, the plan that you have that we delivered more than 3,000 as of now is targeting to reach by 2025, 20,000 actions in 20,000 of our sites, which is a remarkable share of the 128,000, no? Can we do more? Maybe yes, and we will consider that positive.

Emmet Kelly
European and Global Telecoms Senior Research Analyst, Morgan Stanley

Okay. Thank you very much.

Operator

Thank you very much. Dear speakers, the floor is yours.

Juan Gaitán
Director of Investor Relations, Cellnex Telecom

We just wanted to thank you so much for your time as always. Thanks again, and have a lovely weekend. Bye-bye.

Operator

Ladies and gentlemen, thank you for joining. We have reached the end of the conference. You may now disconnect.

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