M&A Awards 2026: APG, GIC, NBIM and KfW acquire a majority stake in TenneT Germany (Best Deal 2026)

Brief description deal / Deal outline 

At the moment, grid capacity is one of the binding constraints on Europe’s energy transition, this transaction secured the equity base of the operator of Germany’s largest electricity transmission grid and re-established it as a standalone, investment-grade company. The transaction resulted in APG, GIC, NBIM and KfW collectively acquiring 71.1% through a primary capital increase and a secondary share sale, with TenneT Holding retaining 28.9% post full deployment of the investors’ commitments. It aligned two sovereign states and three of the world’s leading long-term investors around a company valued at roughly €40 billion, after an earlier sale attempt to the German government did not succeed. The transaction delivered funding certainty for a grid-investment programme of around €65 billion up to 2030. No transaction in this period matches its combination of scale, sovereign and cross-border complexity, strategic necessity and execution quality. 

Why should this deal win the Award for Best Deal 2026? 

Description TenneT Holding B.V., wholly owned by the Dutch State, created a new long-term ownership structure for its German transmission business while remaining a strategic and committed shareholder. The transaction combined a primary equity capital increase with a secondary sale of shares, bringing in both private institutional capital and the German State via KFW. 

It secured the equity base for mainland Europe’s largest grid-expansion programmes without a full disposal, at an enterprise value of roughly €40 billion (an EV/RAB multiple of about 1.09x, or a 9% premium to RAB (Regulatory Asset Base). 

Capital: a consortium of APG, GIC and Norges Bank Investment Management committed up to €9.5 billion of new equity; KfW, for the German Government, bought 25.1% for about €3.3 billion and committed up to a further €2.3 billion. New primary equity committed totals roughly €11.8 billion. 

Ownership: APG, GIC and NBIM committed €9.5bn to grow their shareholding up to 46%, simultaneously, KfW acquired 25.1% and committed another €2.3bn to uphold their stake. TenneT Holding retains 28.9% at the end of the investment period (retaining a veto over key decisions). The shareholding and governance package balances public policy, national interest and private capital. 

Result: a standalone, investment-grade company (preliminary S&P BBB+/A-2, stable) that has since priced a €3.5 billion inaugural green bond and a €2.6bn dual-tranche 

Why this deal stands out

Strategic importance to Europe: The transaction funds the backbone infrastructure of the energy transition at the point where grid capacity, not generation, had become the binding constraint on decarbonisation. It keeps one of Europe’s most critical electricity networks able to integrate renewables, connect North Sea offshore wind and carry cross-border power flows. 

Unprecedented stakeholder complexity: It aligned interests that are rarely brought together in a single structure: two sovereign states, a sovereign wealth fund (GIC), a national pension investor (APG), the Norwegian state investment fund (NBIM) and a government development bank (KfW), around one carved-out regulated utility. The result is a durable governance framework that balances public policy objectives with private capital discipline, with TenneT Holding retaining a 28.9% veto stake. 

A years-long process finally resolved: The search for a durable solution ran across years, changing market conditions, shifting political priorities and multiple transaction structures. An earlier full sale to the German State in 2024 stranded on budget disagreement within the German government, and the business first had to be carved out into a standalone TSO before private and sovereign capital could be combined. Delivering agreement between Dutch and German interests, combined with capital market discipline is in itself a defining achievement. 

A highly selective investor universe: An enterprise value of roughly €40 billion and an equity requirement of €9.5 billion limited participation to a handful of investors able to underwrite capital of significant size while understanding the regulatory, infrastructure and sovereign dimensions of the asset. Attracting a small group of world-class long-term investors on these terms is a major outcome in its own. 

Dual-track process: The best IPO that never happened. We built what would have been one of the most compelling European infrastructure IPOs ever, attracting unprecedented primary demand from the market, only to choose a better answer. A week before the planned intention-to-float, with the listing fully prepared and the orderbook covered many times over, the shareholder elected to proceed with the consortium instead. Walking away from a ready, heavily oversubscribed IPO because the private route delivered superior, funding certainty and strategic control at an attractive valuation is a rare demonstration of optionality and execution discipline. 

Execution that is already tracking: Day-to-day execution meant navigating through all of the beforementioned complicating factors, while still reaching a valuation premium to RAB. The deal re-established TenneT Germany as investment grade and gave it first-ever access to the public debt capital markets, where it priced a €3.5 billion inaugural green bond, and €2.6bn dual-tranche green hybrid. Both are considered the largest in their kind ever executed under the EU Green Bond Standard. The benefits are visible in practice, not only on paper.

 

What is the impact of this deal for the company? 

TenneT Holding: solved the equity requirement of the German subsidiary, without contributing equity itself. Allowing to focus on the Dutch vast capex programme. TenneT Germany: a standalone, investment-grade company with funding certainty for average investments of around €65 billion to 2030, able to execute mainland Europe’s largest grid-expansion programmes. 

What is the impact of this deal for the direct stakeholders? 

The Dutch State crystallised value and generated treasury proceeds through the repayment by TenneT Holding of the shareholder loan; the German State secured a strategic minority stake in critical national infrastructure. 

What is the impact of this deal on society? 

This transaction secured the equity base and funding certainty for the operator of Germany's largest electricity transmission grid, removing what had become the binding constraint on Europe's energy transition, namely grid capacity rather than generation. It delivered funding certainty for a grid-investment programme of around €65 billion to 2030, keeping one of Europe's most critical networks able to integrate renewables, connect North Sea offshore wind and carry cross-border power flows. For customers and Europe, it supports a reliable, sustainable and affordable electricity supply, faster renewables integration and stronger European energy security and infrastructure autonomy, while re-establishing TenneT Germany as a standalone, investment-grade company whose inaugural €3.5 billion green bond and €2.6 billion green hybrid channel capital directly into the transition. It also protected the public interest in critical national infrastructure, with the German State securing a strategic minority stake and TenneT Holding retaining a 28.9% veto within a governance framework that balances public policy objectives with private capital discipline. 

What was most complex about this deal? 

The defining complexity was aligning an unusually broad set of public and private stakeholders, interests rarely brought together in one structure, around a single carved-out regulated utility: two sovereign states, a sovereign wealth fund (GIC), a national pension investor (APG), the Norwegian state investment fund (NBIM) and a government development bank (KfW). This followed a years-long search across changing market conditions, shifting political priorities and multiple transaction structures, after an earlier full sale to the German State in 2024 stranded on budget disagreement within the German government and the business first had to be carved out into a standalone TSO before private and sovereign capital could be combined. The scale compounded the challenge, as a roughly €40 billion enterprise value and a €9.5 billion equity requirement limited participation to a handful of investors able to underwrite that size while understanding the asset's regulatory, infrastructure and sovereign dimensions. All of this had to be navigated simultaneously while running a dual-track process, carrying a fully prepared, heavily oversubscribed IPO to within a week of its intention-to-float before the shareholder elected the consortium route instead. 

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