Deals Counterparts

InfraVia, Liberty Global & Telefónica acquire Substantial Group for £2B via nexfibre JV

Acquisition OtherFiber announced UK Feb 18, 2026
USD2B
Deal Value
operating
Stage
Netomnia fibre network
Project

InfraVia, Liberty Global, and Telefónica are acquiring Substantial Group for £2 billion through their joint venture, nexfibre. Substantial Group, owned by Advencap, DigitalBridge, and Soho Square Capital, is the UK’s second-largest alternative fibre provider. The acquisition, funded by a £1 billion commitment from the acquiring parties, will create a scaled challenger to BT Openreach, with a full fibre footprint of around 8 million premises by 2027. Virgin Media O2 will receive a 15% stake in nexfibre and provide managed services, while also purchasing Substantial Group's retail business.

Deal Analysis

InfraVia, Liberty Global, and Telefónica's acquisition of Substantial Group for £2 billion through their nexfibre joint venture represents a significant consolidation move in the UK's burgeoning fibre optic market. The transaction, backed by a £1 billion commitment from the acquiring parties, aims to create a scaled challenger to BT Openreach, the dominant player in the UK's fibre infrastructure. Virgin Media O2's involvement, through a 15% stake in nexfibre and the acquisition of Substantial Group's retail business, further strengthens the strategic alignment and operational synergies of the deal. The combined entity targets a full fibre footprint of approximately 8 million premises by 2027, signaling an aggressive expansion plan. This acquisition underscores the increasing demand for high-speed internet connectivity and the strategic importance of fibre infrastructure in the UK. The deal is notable for its size, the involvement of major players in the telecommunications and infrastructure sectors, and its potential to reshape the competitive landscape. The presence of financial sponsors such as Advencap, DigitalBridge, and Soho Square Capital on the sell-side, alongside advisors like TD Securities, Barclays, Morgan Stanley, and LionTree, highlights the deal's complexity and the significant financial engineering involved. The creation of a strong alternative fibre provider could drive innovation, improve service quality, and ultimately benefit consumers through increased competition.
  • £2 billion acquisition of Substantial Group by InfraVia, Liberty Global, and Telefónica via nexfibre JV.
  • Creation of a scaled challenger to BT Openreach with a target of 8 million premises by 2027.
  • Virgin Media O2 takes a 15% stake in nexfibre and acquires Substantial Group's retail business.
  • Involvement of prominent financial sponsors and advisors underscores the deal's complexity and strategic importance.
Market Context: The UK fibre optic market is experiencing rapid growth driven by increasing demand for high-speed internet. This deal reflects the ongoing competition to expand fibre infrastructure and capture market share.

Source Intelligence

KEY DETAILS

nexfibre will sell Substantial Group’s retail business, including the YouFibre and Brsk brands, to Virgin Media O2 for £150m ensuring customers continue to receive the same trusted service they know today. Infravia, Liberty Global and Telefónica are committing £1bn in new net funding for nexfibre to fund the transaction – made up of £850m from Infravia and £150m jointly from Liberty Global and Telefónica, with Virgin Media O2 committing traffic on 4.6m overlapping and adjacent homes. Virgin Media O2 to receive 1) c. £1.1bn in cash and 2) an indirect 15% stake in nexfibre

Deal Size
InfraVia, Liberty Global and Telefónica acquire Substantial Group for £2 billion through their existing joint venture, nexfibre
Location
is the UK’s second largest alternative fibre provider
Financials
nexfibre is acquiring Substantial Group comprising currently of ~3 million premises (Netomnia) and a customer base of ~450,000 (expected to rise to over 3.4 million premises and more than 500,000 customers by closing) for an Enterprise Value of £2bn.
Announcement
InfraVia, Liberty Global and Telefónica have announced an agreement to acquire Substantial Group.
Expected Close
Completion of the transaction is subject to customary regulatory approvals and is expected by Q3 2026.
PARTIES MENTIONED IN SOURCE
I
InfraVia buyer

"InfraVia, Liberty Global and Telefónica acquire Substantial Group for £2 billion through their existing joint venture, nexfibre"

L
Liberty Global buyer

"InfraVia, Liberty Global and Telefónica acquire Substantial Group for £2 billion through their existing joint venture, nexfibre"

T
Telefónica buyer

"InfraVia, Liberty Global and Telefónica acquire Substantial Group for £2 billion through their existing joint venture, nexfibre"

S
Substantial Group seller

"InfraVia, Liberty Global and Telefónica acquire Substantial Group for £2 billion through their existing joint venture, nexfibre"

A
Advencap seller

"Substantial Group, owned by investors Advencap, DigitalBridge and Soho Square Capital"

D
DigitalBridge seller

"Substantial Group, owned by investors Advencap, DigitalBridge and Soho Square Capital"

S
Soho Square Capital seller

"Substantial Group, owned by investors Advencap, DigitalBridge and Soho Square Capital"

n
nexfibre buyer

"InfraVia, Liberty Global and Telefónica acquire Substantial Group for £2 billion through their existing joint venture, nexfibre"

V
Virgin Media O2 buyer

"nexfibre will sell Substantial Group’s retail business, including the YouFibre and Brsk brands, to Virgin Media O2 for £150m ensuring customers continue to receive the same trusted service they know today."

B
Barclays advisor

"Liberty Global and Telefónica advised by Barclays and LionTree"

L
LionTree advisor

"Liberty Global and Telefónica advised by Barclays and LionTree"

M
Morgan Stanley advisor

"InfraVia Capital Partners advised by Morgan Stanley"

T
TD Securities advisor

"nexfibre by TD Securities"

high quality Enriched Feb 20, 2026

Timeline

Announced
Feb 18, 2026
Signed
Closed

Counterparts (14)

Market Context

This deal is part of the Other, Fiber sector in UK.
81
Other deals
35
deals in UK
1 of 78 Other deals tracked this month · Updated daily

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