3/21/11: Ma Bell Moves Again

Scale and scope: They don’t guarantee success in the highly competitive, fast-growing global communications industry. But they are absolutely essential.

Happily, Growth Portfolio Core Holding AT&T (NYSE: T) has both in plenty. As reported in the Jan. 28, 2011, UF Weekly, the company came in with solid fourth-quarter and full-year 2010 results. And despite no longer having exclusive distribution rights to Apple’s (NSDQ: AAPL) iPhone, the company looks set to report strong numbers for first quarter 2011, scheduled for Apr. 20, 2011.

AT&T’s move this week to acquire No. 4 US wireless firm T-Mobile USA from Deutsche Telekom (OTC: DTEGY) is far from its most aggressive strategic move yet. But it does look like a major winner for the company, which is essentially taking advantage of the German giant’s decision to essentially monetize its investment rather than spend billions more to keep it competitive.

AT&T’s offer is valued at roughly $39 billion, $25 billion in cash plus $14 billion in stock that will give Deutsche Telekom about 8 percent ownership of AT&T. Deutsche Telekom could try to buy the remaining 92 percent of AT&T at some point in the future, and its CEO will join the company’s board of directors.

More likely, however, it will simply collect the $600 million a year in dividends for its stake, possibly selling entirely to further pay down debt or make an acquisition elsewhere. For one thing, Deutsche Telekom’s market capitalization is less than half that of AT&T. Such a move would also put the company’s recently stabilized credit rating at risk. There’s also a $3 billion breakup fee if Ma Bell walks away.

Conservative investors are still best off selling Deutsche Telekom, particularly after the stock’s 10 percent gain today.

As for AT&T, the company will pick up another 46.5 million customers, bringing it close to 130 million total and well ahead of No. 2 Verizon Communications (NYSE: VZ). That adds up to about a 40 percent share of the US wireless market. These customers all use GSM technology, which eliminates the technical challenges that plagued the rumored takeover offer from Sprint (NYSE: S).

In recent years T-Mobile has been unable to keep up with AT&T and Verizon, particularly with offerings of increasingly popular smart phones and related data services. AT&T will have numerous opportunities to improve performance and product reach for consumers, boosting revenue and cutting costs in the process.

The deal will require approval from the Federal Communications Commission (FCC) as well as the US Dept of Justice. These reviews are expected to exhaustive and, judging from the reaction so far, highly contentious as rivals, consumer advocates and congressional Democrats weigh in with demands for conditions and even outright opposition.

The FCC last year declared the wireless industry “not competitive” for the first time ever. Democrats hold a 3-to-2 majority on the FCC, by virtue of the president’s power to appoint more members of his own party. On the other hand, the deal has the potential to eliminate a pending “spectrum crunch” that is the FCC’s biggest current challenge. It should also speed up the introduction of advanced services and smart phones into rural areas.

AT&T’s calculus seems to be that regulators will wind up approving the deal to further these objectives–and that any conditions and divestitures imposed will not appreciably reduce the benefits from the deal. The company does face a $3 billion breakup fee if it walks away. But it also stands to gain from the de facto elimination of a competitor while regulatory approvals are ongoing. That will further extend its operating advantage over T-Mobile–even if the deal fails it will still be in a superior position.

As for the financial cost, AT&T management projects $7 billion in “integration” expenses and $2 billion in additional capital costs resulting from this deal. That’s in addition to the $25 billion in cash needed for the acquisition. Benefits from the deal, meanwhile, are expected to show up in 2012, assuming the deal is approved in six to nine months, as expected.

That’s a price tag that would stagger most companies. AT&T, however, has already snared a $20 million, one-year bridge loan to do the deal. It’s assuming no debt from either Deutsche Telekom or T-Mobile itself. And the company earned $3.1 billion in free cash flow in the fourth quarter of 2010 alone, $14.7 billion for the full year–cash flow less capital expenditures. That was on top of $17.1 billion the year before with a similar amount projected for 2011. It also had $15 billion-plus in current assets as of year-end 2010.

In short, this is one of the very few companies in the world that can definitely afford a deal of this size. Yielding more than 6 percent and set for solid 5 to 7 percent earnings growth the next five years, AT&T is a buy up to 30 and a superb total return play with or without this deal.

As for the biggest loser here, the name “Sprint” should come as no great surprise. It was no secret that CEO Daniel Hesse was aggressively bidding to ink his own merger with T-Mobile. As is the case with almost every other aspect of the company’s business, however, in the end it was simply unable to keep up with industry leaders. The stock still has nearly as many buy ratings from Street analysts as AT&T and Verizon. This latest development, however, leaves the company in a weaker position than ever. Sell Sprint.

Finally, this deal will make Verizon a distant No. 2 in the US market in terms of subscribers. On the other hand, it also stands to benefit in several major ways.

One, T-Mobile USA’s competitive threat is significantly diminished, as that company and AT&T focus on merger approval and integration. Verizon is by far the deepest pocketed potential buyer for any spectrum AT&T is ordered by regulators to divest with this deal. The regulatory focus on this deal will make it easier for Verizon to make its own acquisitions.

Rumors have already started flying it will bid for Sprint, and a deal at the right price could be very beneficial. More likely, however, targets will be technology companies or smaller wireless outfits, which can be swallowed more easily and lack the problems of Sprint.

Verizon Communications is still a buy up to 38.

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