A year after clearance, KKR Faces risks of fines and revocation

On 24 July 2025, the European Commission (“Commission”) opened a formal investigation into whether KKR & Co. Inc. (“KKR”) provided incorrect or misleading information during the Commission’s merger investigation of KKR’s acquisition of Telecom Italia SpA’s (“TIM”) fixed-line network business (“NetCo”). This case highlights the critical importance of accurate information disclosure in merger proceedings and serves as a crucial reminder to ensure regulatory compliance in M&A transactions subject to review by competition authorities.

The Commission’s press release is available here.

Background and the parties

KKR is a global private equity firm active in alternative asset management, capital markets and insurance solutions. NetCo comprises Italy’s fixed-line grid business, previously owned and operated by TIM.

In spring 2024, KKR acquired NetCo. The Commisison unconditionally cleared the merger on 30 May 2024, finding no competition concerns in the European Economic Area. The review focused on the impact of the transaction on the market for wholesale broadband access services in Italy and concluded that the merged entity would not be able to worsen or terminate access to passive services, owing to long-term agreements between a NetCo subsidiary and several access seekers.

The legal framework

Under the EU Merger Regulation, merging parties have a fundamental obligation not to provide incorrect, incomplete, or misleading information to the Commission, whether in their initial notification or in response to subsequent requests for information. Given that notifications and information requests constitute the Commission’s primary sources of information for reviewing transactions, their accuracy and completeness are essential for effective merger assessment.

The consequences for breaching these obligations are substantial. The Commission can impose fines on companies that, either intentionally or negligently, provide incorrect or misleading information. Such fines can amount to up to 1 percent of a group’s total annual worldwide turnover. More importantly, it may revoke a clearance decision that was adopted based on incorrect information.

The investigation

After clearing the merger, the Commission received information suggesting that KKR may have provided incorrect details about the long-term agreements that were central to its competition assessment. In the on-going obstruction investigation opened in July 2025, the Commission will assess whether KKR provided incorrect or misleading information about these agreements during the original merger review. This investigation is separate from the merger review that resulted in the unconditional approval of the KKR/NetCo transaction under the EU Merger Regulation.

Concluding remarks

This investigation underscores key compliance risks in M&A transactions subject to merger filings. The Commission’s actions demonstrate that information disclosure is not a mere formality but a continuing obligation, with risks that may surface well after deal completion.

Here, the obstruction investigation was opened more than a year after clearance. The potential consequences, including substantial fines and even revocation of approval, underscore the need for absolute accuracy throughout the merger review process.

This case serves as a critical reminder for parties to M&A transactions to implement robust information verification processes during merger filings, particularly given that information disclosure obligations can be breached both through intentional misconduct and negligence.