August Debouzy has advised Orange on the implementation of the transfer (partial contribution of assets) by Orange S.A. to its subsidiary, TOTEM France, of all its sites and passive infrastructure assets in mainland France and, more generally, on the implementation of its European TowerCo, TOTEM Europe, a wholly-owned subsidiary of Orange S.A.
TOTEM Europe, through its future wholly-owned subsidiaries in France (TOTEM France) and Spain, will own more than 26,000 sites in these countries, with the ambition of extending its scope in Europe. The creation of TOTEM will enable Orange to strengthen its position as a manager and operator of passive mobile infrastructure and to benefit from new sources of growth. To date, 30% of the sites already host at least one operator (in addition to Orange), which allows TOTEM to generate revenues of 500 million euros and an EBITDA of 300 million euros. TOTEM aims to reach 50% within five years.
TOTEM France has been operational since November 1, 2021, which is the effective date of the above-mentioned partial asset contribution. TOTEM France will manage 18,500 macro-sites with a mix of 58% tower sites, 30% flat roofs and 12% other locations. At the time of its launch, TOTEM has about 100 employees in France, spread over 7 sites (Lille, Nantes, Toulouse, Marseille, Paris, Lyon, Donges), about 50 employees in Spain, spread over 8 sites, and about 20 employees working for the TOTEM Group. TOTEM's ambition is to become a European leader in the TowerCo market. After France and Spain, TOTEM will consider the option of integrating other European passive mobile infrastructure assets from the Orange Group that could create value.
August Debouzy's Corporate team was composed of Julien Aucomte (partner), Virginie Desbois (counsel), Maxime Legourd (senior lawyer), Myles Begley and Paola Magrit (lawyers). Alexandra Berg-Moussa (partner) handled the contractual aspects.