Deutsche Telekom in arranged marriage for T-Mobile USA through reverse acquisition by MetroPCS

Dan Bieler

 

Deutsche Telekom is leading its daughter T-Mobile USA down the aisle for a second time in less than two years after the previous marriage attempt with AT&T collapsed in light of regulatory objections (see http://goo.gl/hgCrm). But T-Mobile USA will not leave the house altogether. Should the deal go through, Deutsche Telekom will own 74% in the NewCo. The NewCo will operate as one company with two brands, similar to how Everything Everywhere was run. MetroPCS Shareholders will own the remaining 26%.

The financial plan is that scale effects will translate into $6-7 billion of cost synergies from enhanced scale and scope. Deutsche Telekom pitches the deal as creating a wireless value leader in the non-contract (pre-paid) segment, with the goal of targeting a growing market segment. The ambition for the NewCo is to generate compound annual growth rates of 3-5% for revenues, 7-10% for EBITDA and 15-20% for free cash flow over the next five years.

The deal raises several issues for me:

  • Targeting a market opportunity requires ongoing investments. In my view, the goal for growth looks ambitious based on the proposed value proposition. Whilst I do see a market opportunity for unlimited data plans (i.e. NewCo’s value proposition), I believe that ongoing investments beyond the existing ones are required to ensure QoS and customer experience. The completed network modernization to the tune of US$4 billion LTE investment including site upgrades and spectrum re-farming provides a good starting point. But more capex is required in the years ahead as data traffic continues to explode. In turn, this could undermine free cash flow growth ambitions.
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A Dropped Call: AT&T And Deutsche Telekom Put US Merger Plan To Rest

Dan Bieler

It does not come as a real surprise that the deal aimed at merging AT&T's and Deutsche Telekom's US wireless operations got nowhere. We were expecting as much back in autumn. In our view, there are no winners as a result of this dropped deal, not even the US consumer. The US consumer can look forward to poorer network infrastructure and a weakened T-Mobile as the low-end market provider. Hence, the Federal Communications Commission and Justice Department attained somewhat of a Pyrrhic victory.

Whilst the collapsed deal is a major irritant for AT&T, it is a disaster for Deutsche Telekom, as it leaves T-Mobile US in a very difficult position. With about 10% of the US wireless subscribers, T-Mobile US remains subscale. Its image is increasingly trending toward cheap rather than good value, given its patchy network coverage, especially in rural areas.

The reluctance by Deutsche Telekom to prepare for a "no-deal scenario" leaves T-Mobile without a clear strategy. This lack of direction is very risky and only pushes T-Mobile further down a slippery slope toward increasing churn and revenue and margin challenges. Deutsche Telekom needs to communicate its plans for 4G roll-out, spectrum purchases, partnerships for network sharing, and device portfolio. Above all, Deutsche Telekom needs to decide soon whether to pursue an IPO, a sale to another operator or a financial investor, or target a merger with the likes of Dish, Leap, Clearwire, Sprint, or even LightSquared. Ultimately, we expect Deutsche Telekom to opt for a merger scenario.

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Sprint’s Headache Equals Deutsche Telekom’s Migraine

Dan Bieler

In recent weeks, Sprint’s shares have been hammered. The share price has fallen by 40% since the beginning of the year, reflecting investors’ concerns about the long-term position of Sprint in the US wireless market. Not surprisingly, Sprint has been the most vocal opponent of the planned $39B acquisition of T-Mobile US by AT&T, which was announced in March 2011. Sprint argues that the deal would manifest itself in a loss of competition in the US wireless market if the fourth- and second-largest wireless carriers in the US merge (Sprint is No. 3). The US Department of Justice (DoJ) seems to share this concern and blocked the acquisition in August 2011 in order to preserve a vibrant and competitive marketplace.

Despite the DoJ’s opposition, most observers expected some form of compromise to emerge, even if it took a court fight to do so. Both AT&T and Deutsche Telekom (DT) reiterated their eagerness to pursue the deal as the DoJ announced its decision. However, in our view, Sprint’s challenging situation increases the likelihood that the deal will not go through as planned: Sprint looks weaker now than several months ago. Its announcement in October 2011 that it will take on additional debt to fund the rollout of its LTE network only increases liquidity concerns. This will sway the DOJ’s position further toward rejecting the deal for good in an effort to support a healthy US wireless market.

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