Commission sends Statement of Objections to KKR for providing incorrect or misleading information during merger investigation

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The European Commission has informed KKR & Co. Inc. (‘KKR’) of its preliminary view that the company provided incorrect and/or misleading information during the 2024 Commission’s investigation of KKR’s acquisition of NetCo, under the EU Merger Regulation (‘EUMR’).

The merger investigation

On 19 April 2024, KKR notified the Commission of a proposed transaction involving the acquisition by KKR of sole control over NetCo. KKR is a global investment firm that offers alternative asset management as well as capital markets and insurance solutions. NetCo comprises the primary and backbone fixed-line network business of Telecom Italia S.p.A. (‘TIM’), i.e. broadband infrastructure connecting the central office to the street cabinet, as well as FiberCop S.p.A (‘FiberCop’). Before the transaction, FiberCop was a joint venture between TIM and KKR that included TIM’s secondary fixed-line network, i.e. the broadband infrastructure connecting street cabinets and end users’ premises. The transaction brought TIM’s primary and secondary networks together under FiberCop and gave KKR sole control over the latter.

During its merger investigation, the Commission examined the impact of the transaction on the market for wholesale broadband access services in Italy. Wholesale broadband access allows telecom operators to use FiberCop’s fibre network to provide internet services to their customers. The prices and conditions of that access can therefore affect competition between internet providers and, ultimately, customers’ choice and the prices they pay. In particular, the Commission investigated concerns voiced by various third-party operators that, after the transaction, FiberCop could restrict access to passive services (i.e. infrastructure). Given those risks, the Commission raised serious doubts regarding the transaction.

To address those serious doubts, KKR explained, in replies to requests for information by the Commission, that the existing long-term agreements by which FiberCop was providing wholesale services to third-party operators would remain in place and ensured that KKR will not be able to deteriorate the conditions for wholesale access or terminate such access.

On 30 May 2024, the Commission cleared the transaction unconditionally. In its clearance decision, the Commission relied on KKR’s submissions regarding the continued validity and enforceability of the existing agreements. It relied, in particular, on KKR’s explanations that their terms could not be altered unilaterally by FiberCop and that the existing terms would continue to apply unless the parties would mutually agree otherwise.

The present investigation

On 24 July 2025, following complaints by various third-party operators, the Commission opened a formal investigation to assess whether KKR had supplied incorrect and/or misleading information during the Commission’s investigation of KKR’s acquisition of NetCo. The third-party operators argue that, following the transaction, FiberCop unilaterally increased the price they paid under the existing long-term agreements to access FiberCop’s fixed broadband network.

In today’s Statement of Objections, the Commission takes the preliminary view that KKR, at least negligently, submitted incorrect and/or misleading information on the terms of its existing long-term agreements for wholesale access, including on the fact that their existing terms would continue to apply since they could only be changed by mutual agreement with the third-party operators. Such information, key for the Commission’s assessment of the transaction, was provided in replies to requests for information by the Commission under Article 11(2) of the EUMR.

Under the EUMR, companies are required to provide information that is not incorrect or misleading, including in reply to Commission’s requests for information. Information requests are indeed the primary sources of information for the Commission’s review of mergers and acquisitions. Their accuracy and completeness are therefore essential for an effective assessment.

The sending of a Statement of Objections does not prejudge the final outcome of the investigation. KKR now has the opportunity to examine the documents in the Commission’s file, reply in writing and request an oral hearing to present its arguments.

Companies and services

KKR, headquartered in the US, is a global investment firm offering alternative asset management as well as capital markets and insurance solutions.

NetCo, based in Italy, provides, among others, wholesale fixed access services on both its copper and fibre networks in Italy.

Wholesale broadband access services allow telecom operators to use FiberCop’s fibre network, together with their own equipment, to provide internet services to their customers. The prices and conditions of these services affect the ability of competing operators to offer internet services to consumers.

Background

A Statement of Objections is a formal step in an investigation by which the Commission informs the company concerned, in writing, of the objections raised against it. The company can then examine the documents in the Commission’s file, reply in writing and request an oral hearing to present its comments on the case to representatives of the Commission and the national competition authorities.

Under Article 14(1)(b) EUMR, the Commission can impose fines of up to 1% of the aggregate annual worldwide turnover of a company which, intentionally or negligently, supplies incorrect or misleading information, including in response to requests for information pursuant to Article 11(2) of the EUMR.

Under Article 6(3)(a) EUMR, the Commission may also revoke a merger clearance decision where that decision was based on incorrect information for which one of the merging parties is responsible, or where such information was obtained by deceit.

There is no legal deadline for the Commission to complete such inquiries. Their duration depends on a number of factors, including the complexity of the case, the extent to which the companies concerned co-operate with the Commission and the exercise of the rights of defence.

For more information

More information will be available on the Commission’s competition website, in the public case register under the case number M.12099.AP.