EU Charges KKR Over Misleading Information in Telecom Italia NetCo Takeover

The European Commission has sent KKR & Co. Inc. a Statement of Objections over information the US private equity firm supplied during the Commission's 2024 review of its €22 billion acquisition of Telecom Italia's fixed line network, NetCo. The charge sheet, issued on October 19, 2026, sets out the preliminary view that KKR at least negligently provided incorrect or misleading information about wholesale access terms. The Commission cleared the deal unconditionally in 2024 but opened a formal investigation a year later after complaints from other operators.

KKR notified the transaction on April 19, 2024. It sought sole control over NetCo, which comprises Telecom Italia's primary and backbone fixed line network business, the broadband infrastructure connecting the central office to the street cabinet, and FiberCop. Before the deal, FiberCop was a joint venture between TIM and KKR that held TIM's secondary fixed line network. The transaction brought both networks under FiberCop and gave KKR sole control over the latter. The Commission examined the impact on wholesale broadband access in Italy, where prices and conditions affect competition between internet service providers and ultimately consumers' prices.

During the 2024 review, the Commission raised serious doubts after operators said FiberCop could restrict access to passive infrastructure. KKR replied that existing long term agreements would remain and that it could not worsen or terminate access. On May 30, 2024, the Commission cleared the deal unconditionally, relying on KKR's explanation that the terms could not be altered unilaterally and would continue unless mutually agreed with third party operators. The clearance was due in part to long term agreements between FiberCop, TIM's last mile grid unit, and Fastweb and Iliad.

After the transaction, third party operators complained that FiberCop had unilaterally increased the prices they paid under those long term agreements. On July 24, 2025, the Commission opened a formal investigation. In the Statement of Objections issued on October 19, 2026, the Commission takes the preliminary view that KKR, at least negligently, submitted incorrect or misleading information on the terms of FiberCop's long term wholesale access agreements. The information came in replies to requests under Article 11(2) of the EU Merger Regulation, and the case is registered as M.12099.AP.

Key Facts

Reuters reported on October 19, 2026 that KKR was hit with EU antitrust charges alleging it misled regulators during their review of the €22 billion acquisition of Telecom Italia's fixed line network two years earlier. Reuters said the Commission approved the deal in 2024 but opened an investigation a year later following complaints by other operators. Those operators argued that prices for them to access TIM's fixed broadband network had been unilaterally increased after the deal, even though KKR had convinced the Commission that it would not have the power to deteriorate conditions for wholesale access.

The central allegation concerns whether KKR would keep its existing long term access agreements under the same terms unless mutually agreed otherwise with third party operators. The Commission says that statement was important to its assessment and that KKR, at least negligently, submitted incorrect or misleading information on the point. Its preliminary view is that the existing terms would continue because they could only be changed by mutual agreement. KKR gave that explanation in replies to requests for information under Article 11(2) of the EU Merger Regulation.

The potential consequences are significant. Companies found guilty of misleading regulators during merger reviews risk fines of up to 1% of their aggregate annual worldwide turnover under Article 14(1)(b) of the EU Merger Regulation. Under Article 6(3)(a), the Commission may also revoke a clearance based on incorrect information. The Commission said the Statement of Objections does not prejudge the final outcome, and KKR can examine the documents, reply in writing and request an oral hearing. Reuters reported on October 19, 2026 that KKR can defend itself at a closed hearing in the coming months before a final decision.

KKR said it strongly disagrees with the Commission's preliminary assessment. The firm said it stands by the accuracy of the information provided during the Commission's 2024 review of the NetCo acquisition and that it will vigorously challenge the preliminary allegations in its response. KKR added that the Statement of Objections is not a final finding of infringement and that the existing clearance remains valid. Il Sole 24 Ore reported on October 19, 2026 that a KKR spokesperson said the fund does not agree at all with the Commission's preliminary assessment.

The deal was valued at up to €22 billion, or $24.7 billion. The Commission cleared it unconditionally on May 30, 2024. The formal investigation opened on July 24, 2025, after complaints from third party operators. The Statement of Objections was issued on October 19, 2026, and the case number is M.12099.AP. The long term agreements between FiberCop and Fastweb and Iliad were part of the basis for the 2024 clearance, which is why the accuracy of KKR's statements about those agreements is now central to the dispute.

Analysis

The case is unusual because it reaches back into a merger review that ended with an unconditional clearance. The Commission is not simply reviewing FiberCop's conduct in the market. It is examining whether the information KKR supplied during the 2024 review was accurate and whether that information was material to the clearance decision. What this really means is that the Commission is testing whether KKR's assurances were not merely optimistic but materially inaccurate, and whether the 2024 clearance can survive if those assurances are found to have been misleading. The preliminary finding of at least negligence lowers the threshold from intentional misconduct while still carrying the possibility of a fine and revocation.

The procedural posture matters. A Statement of Objections is a formal step, but it is not a final decision. KKR has the right to examine the documents, reply in writing and request an oral hearing. The Commission said the charge sheet does not prejudge the final outcome, which gives KKR room to contest the factual record and the legal characterization. KKR's public response is focused on the accuracy of the information it supplied and on the continuing validity of the 2024 clearance. The firm argues that the existing authorization remains valid and that the Statement of Objections is only a preliminary allegation.

Borsa Italiana reported on October 19, 2026 that KKR now has the opportunity to examine the documents, reply in writing and request an oral hearing. That sequence will shape the next phase. The Commission's case depends on the contrast between KKR's 2024 assurances that existing long term agreements could not be changed unilaterally and the later complaints that FiberCop raised prices under those agreements. The preliminary view is that KKR at least negligently submitted incorrect or misleading information on the terms, including the claim that existing terms would continue because they could only be changed by mutual agreement. If sustained, the Commission could use Article 6(3)(a) to revisit the clearance and Article 14(1)(b) to impose a fine of up to 1% of aggregate annual worldwide turnover.

The bigger picture here is that merger clearances rest on the accuracy of the remedies, commitments and factual statements that companies provide during review. The Commission relied on KKR's explanation when it cleared the deal unconditionally in May 2024. It also relied in part on long term agreements between FiberCop and Fastweb and Iliad. When operators later said FiberCop had unilaterally increased prices under those agreements, the Commission's confidence in the original record was shaken. The case therefore tests not only KKR's conduct but also the Commission's ability to reopen a completed review when the factual basis for clearance is called into question.

Why It Matters

For KKR, the immediate risk is regulatory rather than operational. The deal has already closed, and the 2024 clearance remains valid for now. But a final adverse decision could bring a fine of up to 1% of KKR's aggregate annual worldwide turnover and could put the clearance itself at risk. That combination is rare in merger enforcement, and it gives KKR a strong incentive to contest the preliminary findings in writing and at any oral hearing. The outcome will also affect how the firm is viewed in future telecom and infrastructure transactions in Europe.

For the Italian broadband market, the dispute keeps attention on wholesale access terms. The Commission examined the deal because prices and conditions for wholesale broadband access affect competition between internet service providers and ultimately consumers' prices. Fastweb and Iliad were among the operators whose long term agreements with FiberCop were part of the clearance analysis. Their later complaints about unilateral price increases are the trigger for the investigation. A final decision could influence how FiberCop's wholesale terms are set and how much room operators have to challenge changes to those terms.

For merger policy, the case is a warning about the quality of information supplied to the Commission. Article 11(2) requests are not informal exchanges. Companies must answer them accurately, and the Commission can pursue incorrect or misleading information even after a deal has been cleared. The possibility of revoking a clearance under Article 6(3)(a) is a strong enforcement tool. The case also shows that third party complaints can reopen issues central to a clearance, especially where long term contracts are part of the competitive assessment.

Next Up

KKR will now prepare its response to the Statement of Objections. The Commission said KKR can examine the documents, reply in writing and request an oral hearing. Reuters reported on October 19, 2026 that KKR can defend itself at a closed hearing in the coming months before a final decision. The Commission has said the Statement of Objections does not prejudge the final outcome, so the next phase will turn on the documentary record, KKR's explanations and the Commission's assessment of whether the information was incorrect or misleading.

The key questions are whether the Commission will seek a fine under Article 14(1)(b), whether it will move to revoke the 2024 clearance under Article 6(3)(a), and how KKR's response addresses the gap between its 2024 assurances and the later complaints about FiberCop's wholesale prices. A final decision is not expected immediately. The case number is M.12099.AP, and the next public milestones will be KKR's written reply, any oral hearing and the Commission's eventual decision.