IHS Holding is no longer a standalone emerging-market tower compounder. The February merger agreement with MTN Group recasts the equity as a cash take-private at a fixed $8.50 a share after a year of asset pruning that stripped Latin America and Rwanda out of the perimeter. Shareholders approved the combination at an August special meeting. Nigerian competition and communications regulators later granted a conditional go-ahead that requires a local sell-down of IHS Nigeria. The listed stock last traded near $8.47, a few cents under the cash consideration, so the residual debate is close certainty versus leftover condition risk, not a rerun of the old Naira-and-tenancy growth story. What the market is pricing is a late-stage merger arb, not a multiyear tower multiple. The industrial logic is real, because MTN already is the largest tenant and a large shareholder, but that same logic is why leftover holders no longer own an independent infrastructure platform.
The operating print underneath the arb still matters because the merger agreement carries cash and indebtedness tests, and because a broken deal leaves investors with a Nigeria-heavy tower book rather than a diversified emerging-market platform. Continuing revenue reached $428.6 million as the Naira strengthened against the dollar. Organic growth was only 0.5%, and Nigeria adjusted earnings slipped as diesel costs jumped on Middle East supply disruption. Power pass-through clauses recover those costs with a one-quarter lag, so the second-quarter margin dip is a timing story unless diesel stays elevated. Customer A still accounts for 69% of continuing revenue. That concentration is the same commercial relationship the buyer already lives inside as MTN, which is why the deal is both a logical industrial combination and a vertical-integration worry for every other tenant on the Nigerian grid. Airtel and the smaller T2 book sit on the same steel. A failed close would put those rivals back into a commercially independent landlord; a successful close puts them into a landlord owned by their largest competitor, subject only to the open-access promises and the local sell-down.
Two completed disposals and one pending close define the new perimeter. The Brazilian fiber stake went to TIM in May, and the Brazil and Colombia tower book went to Macquarie Asset Management in August at an enterprise value near $952 million. Those exits, plus the earlier Rwanda sale, leave more than 28,000 towers in five African markets and concentrate cash on the balance sheet ahead of the MTN close. Cash and cash equivalents stood at $1,073.5 million at mid-year. Borrowings were $3,109.8 million. Consolidated net leverage compressed to 2.8 times. The remaining company is simpler, more Nigerian, and more tightly bound to a single tenant-buyer than the seven-country story that listed in 2021. That simplification is what made the take-private financeable, and it is also what makes a broken deal a different equity than the one that came public.
The market is already treating the cash consideration as the terminal value. The fifty-two week range ran from $5.71 to $8.95, and the last print sits inside a few cents of the offer, with average daily volume above one million shares. The bull case is a clean close at the stated $8.50. The base case is the same close after a short delay for leftover African clearances and the Nigerian sell-down mechanics. The bear case is a broken deal that reopens a Nigeria-concentrated tower equity after the Latin American cash has already been harvested. In that path the shares can retrace toward the lower half of the fifty-two week range. The strongest counterargument is that the spread is too thin to compensate for residual regulatory friction, and that a failed close strands holders in a company whose largest customer is also the failed buyer. Merger Close Timing, Nigeria Power Recovery, Tenant Concentration, and Break Residual Value are the four variables that decide which of those paths is live.