Exclusive - Europe utilities, private equity jostle for Eni's $3.4 billion retail unit

By Pamela Barbaglia and Stephen Jewkes

MILAN (Reuters) - Three major European utilities are lining up rival bids for a big chunk of Italian oil major Eni's retail gas and power business, sources said, in a deal that could be worth up to $3.4 billion (2.3 billion pounds) and reshape the Italian retail energy industry.

French power giant EDF's (EDF.PA) Italian unit Edison, Spain's Gas Natural (GAS.MC) and Britain's Centrica (CNA.L) have all expressed interest in the asset, which would offer access to 10 million customers, mostly in Italy, sources familiar with the matter said.

Eni has hired Wall Street bank Goldman Sachs (GS.N) to sell the business so it can cut debt and sharpen its focus on finding oil and gas. It plans to launch the sale process in the last quarter of this year, the sources said.

Edison, which already has a strong position in Italy, is seen as the natural buyer for the business, but faces bidding competition not only from the rival utilities but from deep-pocketed private equity investors, the sources said.

"I have been working on this deal for the past two years," a private equity source said.

CVC, Bain Capital, Permira and Warburg Pincus are among the buyout funds interested in the business, largely because Italian consumers are typically reluctant to switch suppliers, offering good steady cash flow and returns, sources said.

Edison, Gas Natural, Centrica, CVC and Warburg Pincus declined to comment. A Bain Capital spokeswoman said no one was available for comment. Permira did not respond.

An Eni spokesman said there were no talks going on at the moment regarding the unit.

FUNDING CONUNDRUM

Edison has 1.3 million retail power customers in Italy and plans to triple that number in four years, to take advantage of a market that is consolidating and liberalising further.

However, its French state-backed owner is strapped for cash and last week announced a four billion euro share issue. It also plans to sell assets to meet nuclear commitments and lower debt.

EDF and its Edison management are negotiating to sell a stake in Edison to an Italian investment fund, F2i, sources said. The proceeds would fund a bid for the Eni unit.

Two sources with direct knowledge of the talks between EDF, Edison and F2i said negotiations had progressed in recent weeks, but could yet stumble over governance control because EDF intends to retain at least 51 percent of Edison.

Edison and F2i, which already have a joint venture in renewable energy, want to come up with a proposal that would reduce or restrict EDF's control over Edison's governance after F2i comes onboard, the sources said.

In a newspaper interview this month Edison CEO Marc Benayoun said a tie-up with infrastructure fund F2i would be a "good solution" but other financial investors might be interested.

F2i, partly owned by state lender Cassa Depositi e Prestiti, has offered to buy around 25 percent of Edison as part of a plan, backed by the Italian government, to preserve jobs and later list Edison on the Milan Stock Exchange, the sources said.

EDF had planned to restructure Edison, raising fears within the government of major job cuts. Milan-based Edison employs more than 3,000 people.

RISK OF DELAY

Eni's Gas and Power business is a sprawling division that includes strategic long-term gas contracts and power stations as well as its retail client portfolio.

State-controlled Eni may take time to find a buyer for the business, which is seen breaking even next year, and the sources said the sale process could slip into next year.

Eni is still working with its advisers on exactly which assets to include in the business put up for sale, the sources said. Eni is considering including some of its strategic long-term contracts in the sale, they added.

Eni also has a competing priority: its planned sale of a majority stake in its troubled chemicals division, Versalis. It may seek to finalise ongoing talks with investment firm SK Capital before launching a parallel process for its retail gas and power business.

(Editing by Mark Bendeich, David Evans and Alexander Smith)