EU Accuses KKR of Misleading the €22 Billion NetCo Merger Review

The 2024 clearance rested on KKR's assurance that Italian operators' long-term access agreements could not be changed unilaterally. The Commission now says that assurance was, at best, negligently wrong.

The European Commission said on Monday, October 19, 2026 that it has informed KKR & Co. Inc. of its preliminary view that the company provided incorrect and/or misleading information during the 2024 Commission investigation of KKR's acquisition of NetCo, Telecom Italia's primary and backbone fixed-line network business. The Commission has sent KKR a Statement of Objections, the formal charge sheet in EU merger enforcement, in case M.12099.AP. KKR did not immediately respond to a request for comment.

The assurance the clearance rested on

KKR notified the transaction on April 19, 2024, seeking sole control of NetCo, which combines Telecom Italia's primary and backbone network with FiberCop, the last-mile unit that had been a joint venture between Telecom Italia and KKR. Reviewing the deal's impact on wholesale broadband access in Italy, the Commission investigated concerns that FiberCop could restrict access to passive infrastructure and raised serious doubts regarding the transaction. To address those serious doubts, KKR explained, in replies to the Commission's requests for information, that the existing long-term agreements by which FiberCop was providing wholesale services to third-party operators would remain in place, and that this ensured KKR would not be able to deteriorate the conditions for wholesale access or terminate such access. On May 30, 2024 the Commission cleared the transaction unconditionally — and said in Monday's statement that its clearance decision relied on KKR's submissions, in particular on the explanations that the agreements' terms could not be altered unilaterally by FiberCop and would continue to apply unless the parties mutually agreed otherwise. Reuters reported that the clearance rested in part on FiberCop's long-term agreements with Fastweb and Iliad.

The present investigation began on July 24, 2025, following complaints by various third-party operators. The operators argue that, following the transaction, FiberCop unilaterally increased the price they paid under the existing long-term agreements to access its fixed broadband network — the outcome KKR's submissions had assured Brussels could not happen. In Monday'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 those agreements, including on the fact that their existing terms would continue to apply since they could only be changed by mutual agreement. The information was provided in replies to requests for information under Article 11(2) of the EU Merger Regulation, the channel the Commission calls its primary source of information in merger reviews.

What KKR faces if the view stands

The exposure runs on two tracks. Under Article 14(1)(b) of the Merger Regulation, 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. Under Article 6(3)(a), 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. Revocation of a two-year-old network clearance would be the drastic end of the range; the fine track is the one Brussels has actually used, and recently. On October 8, 2026, the Commission fined Kingspan €40 million — €10 million for each of four infringements — for providing incorrect and misleading information during the 2021 review of its planned acquisition of Trimo, finding the breaches at least negligent and the total both deterrent and proportionate. Reuters valued the NetCo acquisition at up to €22 billion ($24.7 billion), which makes the underlying transaction far larger than the Kingspan deal that produced an eight-figure fine eleven days ago.

A charge sheet, not a verdict

None of this is decided. 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, and there is no legal deadline for the Commission to complete the inquiry. What to watch is whether KKR contests the Commission's reading of the FiberCop agreements or argues the price changes were permitted under them, whether Brussels treats this as a fine-only case on the Kingspan pattern or tests the revocation power it took care to cite, and whether the Italian operators whose complaints reopened a closed deal press for changes to the access terms themselves. For now, a clearance KKR won in six weeks in 2024 is back open — on the question of whether the words that won it were accurate.