THE £2BN CONSOLIDATION

HOW THE DEAL IS STRUCTURED

This is a complex split transaction designed to separate the physical network from the retail customers. Here is the breakdown of the moving parts according to the press release:

• nexfibre takes the network: They are acquiring Substantial Group (Netomnia) for an Enterprise Value of £2bn.
• VMO2 takes the customers: nexfibre will immediately sell the retail business (YouFibre and brsk brands) to Virgin Media O2 (VMO2) for £150m.
• The Cash Injection: The owners are committing £1bn in new net funding. InfraVia is providing £850m, while Liberty Global and Telefónica are jointly contributing £150m.
• The VMO2 Windfall: In exchange for committing wholesale traffic on 4.6m homes, VMO2 receives approximately £1.1bn in cash and an indirect 15% stake in nexfibre.

The net effect is clear: nexfibre becomes a giant wholesale operator, while VMO2 secures the customer relationships and a massive cash injection to deleverage.

THE NUMBERS AT A GLANCE

The figures cited in this deal are significant. We have broken down the key data points from the announcement. Click a row to see the details.

VOICES FROM THE BOARDROOM

The leadership teams were keen to highlight the scale of this merger in their joint statement:

"By bringing our strengths together, we are creating a scaled and financially secure wholesale fibre challenger to BT Openreach – one that will enhance competition, strengthen the UK’s digital infrastructure and deliver greater choice... This transaction unlocks £3.5 billion in international investment."

— Vincent Levita (InfraVia), Mike Fries (Liberty Global) and Marc Murtra (Telefónica)

Crucially for existing customers, Jeremy Chelot, CEO of Substantial Group, added:

"Importantly, our retail brand, YouFibre, will remain post-close, ensuring our customers continue to receive the same trusted service they know today."

WHAT CHANGES FOR CUSTOMERS?

IF YOU ARE WITH YOUFIBRE OR BRSK

As per Jeremy Chelot's statement, the retail brand stays. You won't be forced onto a Virgin Media contract overnight. However, ownership transfers to VMO2, meaning the customer service and billing backend will likely integrate over time.

IF YOU ARE A VIRGIN MEDIA CUSTOMER

The deal identifies two specific groups of VMO2 homes:

1. Adjacent Areas (2.1m homes): These are homes near the Netomnia network but currently on VMO2's older cable. nexfibre will finance the upgrade of these homes to full fibre, with most expected to be ready by the end of 2027.
2. Overlap Areas (2.5m homes): These are homes where both networks already exist. VMO2 will begin paying wholesale fees to use the fibre network immediately upon closing, signalling a fast migration from cable to fibre for these users.

STRATEGIC LOGIC: WHY DO THIS?

The press release makes it clear: this is about creating a "scaled, sustainable platform" to rival BT Openreach. The combined entity will have a full fibre footprint of around 8 million premises by the end of 2027.

For VMO2, this is a masterstroke in asset-light expansion. They get to move customers to better fibre without digging all the trenches themselves, they get paid for construction services they provide to nexfibre, and they receive £1.1bn in cash to pay down debts, all while retaining the customer relationships.

TIMELINE & NEXT STEPS