Bloomberg: AT&T’s Need for Spectrum Signals Dish Bid at Decade-High Premium: Real M&A

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From Bloomberg:

AT&T’s Need for Spectrum Signals Dish Bid at Decade-High Premium: Real M&A




By Scott Moritz - Jan 16, 2012 6:00 PM CT

AT&T Inc. (T) is under so much pressure to add wireless spectrum after its failed $39 billion bid for T- Mobile USA that it may be compelled to pay the highest premium in more than a decade to secure Dish Network Corp. (DISH)



Facing opposition from U.S. regulators, Dallas-based AT&T last month abandoned its deal for T-Mobile USA that would have increased the largest U.S. telephone company’s 4G spectrum capacity 62 percent, helping its higher-speed LTE network compete with Verizon Wireless. Now, AT&T may consider a bid for Dish after the second-largest U.S. satellite-television provider acquired airwaves from the bankruptcies of DBSD North America Inc. and TerreStar Networks Inc. that could give AT&T two to four more years of capacity, said Stifel Nicolaus & Co.


With the industry facing network constraints and a scarcity of new spectrum that’s making Dish a target, President and Chief Executive Officer Joe Clayton says the company is open to future acquisitions. At $50 a share, cited as a reasonable price by Alpine Mutual Funds, AT&T would have to pay a 77 percent premium for Dish, the highest in an acquisition greater than $5 billion by a telecommunications company since 2000, according to data compiled by Bloomberg.


“AT&T wants to get more spectrum,” Roger Entner, a Recon Analytics analyst in Dedham, Massachusetts, said in a telephone interview. “They are a year behind Verizon in the LTE race. Dish would undoubtedly be a good combination and it would solve a lot of AT&T’s problems.”


Industry Crunch

Brad Burns, a spokesman for AT&T, and Marc Lumpkin, a spokesman for Dish, declined to comment on market speculation.


Dish is open to a potential acquisition once it builds out its wireless telephone and entertainment businesses, the Englewood, Colorado-based company’s CEO Clayton said last week.
“We’re open to all possible options,” Clayton said in a Jan. 11 interview on Bloomberg Television’s “Bloomberg West,” responding to a question on future merger possibilities. “We could be acquired or we could be the acquirer.”


The wireless industry’s profit margins are being pressured by slowing subscriber growth, equipment costs, smartphone subsidies and the need to buy more airwaves to keep up with consumers’ increasing use of mobile devices for video-watching and Web-browsing. AT&T Chief Executive Officer Randall Stephenson, 51, said spectrum relief was the main reason for the T-Mobile offer.


Industry consolidation is likely and, in addition to Dish, targets include MetroPCS Communications Inc. (PCS), Leap Wireless International Inc. and Clearwire Corp., Philip Cusick, a JPMorgan Chase & Co. analyst in New York, said in an interview.

T-Mobile, Sprint

MetroPCS and Leap, which attempted a merger in 2007 to gain clout, could be near-term sources of spectrum for AT&T or T- Mobile, according to Cusick. T-Mobile and Sprint Nextel Corp. (S), the No. 3 carrier after Verizon Wireless and AT&T, could also be interested in combining with Dish, said Timothy Ghriskey, chief investment officer of Solaris Group in Bedford Hills, New York. Sprint also was in talks with partners to acquire Clearwire, people familiar with the matter said in August.


Scott Sloat, a Sprint spokesman, and Philipp Kornstaedt, a T-Mobile spokesman, declined to comment.
Smaller carriers are targets because they have limited financing to expand themselves and they own spectrum that would help larger carriers’ network buildouts, said Chris King, an analyst with Stifel Nicolaus in Baltimore.


“It all boils down to how desperate Randall Stephenson is for spectrum,” King said in a phone interview. “He only has a few options. There’s Leap (LEAP) or MetroPCS, but those would face regulatory challenges, or there’s Dish with less of a challenge and clean spectrum.”

Outsmarted by Verizon

Facing opposition from U.S. regulators, AT&T ended its nine-month bid for T-Mobile on Dec. 19. AT&T said it was unwilling to continue an expensive fight against opponents who said the deal would concentrate too much power in the hands of AT&T and Verizon Wireless, the largest U.S. mobile carrier.
As part of the agreement, AT&T was forced to pay a $3 billion breakup fee and set aside a portion of 4G wireless spectrum to hand over to T-Mobile. While AT&T was struggling with the T-Mobile combination, Verizon Wireless, jointly owned by Verizon Communications Inc. (VZ) and Vodafone Group Plc (VOD), made $3.9 billion in deals last month to acquire unused spectrum from Comcast Corp., Time Warner Cable Inc. and Cox Communications Inc.


“Verizon outfoxed them during the T-Mobile process,” Mike Brell, a San Antonio-based money manager with Frost Investment Advisors LLC, said in a phone interview. “The balance of power has shifted to Verizon in the past few months. AT&T has to look at all the possibilities. They are at a competitive disadvantage now.” Brell helps manage $8 billion, including AT&T shares.

4G Spectrum

The cable deals leave Verizon Wireless with 56 percent more 4G spectrum than AT&T in the top 10 markets and 46 percent more in the top 100, according to John Hodulik, a UBS AG analyst in New York. AT&T, whose 100.7 million wireless subscribers trail Verizon Wireless’s 107.7 million, would have boosted its spectrum by 62 percent with the T-Mobile deal, according to UBS.
AT&T fell 0.2 percent to $30.07 on Jan. 13. Dish, which returned 57 percent last year, added 0.2 percent to $28.75.


JPMorgan used $50 per Dish share as an “example” price when calculating how the takeover would impact AT&T in a Jan. 10 note, and estimated the deal would boost AT&T’s earnings even at $80 a share. A $50 price would represent the highest premium paid by a telecommunications company in a deal greater than $5 billion since Telefonica SA offered a 91 percent premium for Endemol Entertainment Holding NV in 2000, data compiled by Bloomberg show.

‘Top Dollar’

“The question that comes down to AT&T is -- will AT&T pay top dollar?” Kevin Shacknofsky, who helps manage about $5 billion for Alpine Mutual in New York, said in a telephone interview. “In terms of available spectrum, Dish has a very attractive portfolio. $50 is not cheap but reasonable.”
At $50 a share, Dish’s equity would be valued at $22.3 billion, and AT&T would have to assume its $4.9 billion in net debt, data compiled by Bloomberg show.


Dish’s spectrum will be worth about $9.4 billion if it wins approval from the Federal Communications Commission to convert airwaves gained in the DBSD and TerreStar deals into mobile- phone spectrum, according to Hodulik. Dish Chairman Charlie Ergen has said that the company is planning to start its own wireless service. Dish has said it expects FCC approval in March.


The company paid a total of $2.8 billion for TerreStar and DBSD, according to JPMorgan’s Cusick.
AT&T has better options to expand and gain spectrum than buying Dish, Malcolm Polley, who oversees $1.1 billion as chief investment officer at Stewart Capital in Indiana, Pennsylvania, said in a telephone interview. Dish’s attractiveness is reduced by its satellite-TV service, which AT&T doesn’t need, he said.

MetroPCS, Leap

“I don’t get the fit,” Polley said. “What does AT&T get if they bought Dish? Some spectrum. Beyond that, what does it bring to them? Not much. So you’re going to spend multiple billions of dollars to acquire a company that doesn’t give a whole lot other than some spectrum?”


He said an easier option for AT&T would be to acquire a regional wireless carrier, such as MetroPCS or Leap, which would directly bolster AT&T’s wireless unit. Short of a full takeover, AT&T and Dish could also do a deal for spectrum alone, Solaris Group’s Ghriskey said.


Still, AT&T could use Dish’s television service to expand its own U-verse video product beyond its existing footprint, Walt Piecyk, an analyst with BTIG LLC in New York, said in a phone interview. AT&T could also sell or spin off Dish’s TV business, said Ghriskey, who oversees $2 billion.


The demand for spectrum combined with the intensifying competition in the wireless and TV industries mean this may be an opportune timing for Dish to find a buyer, King of Stifel Nicolaus said.


“Dish’s satellite-TV business isn’t going to be all that viable forever, and the plan to build a new national wireless network is somewhat delusional,” he said. “If Charlie Ergen was ever interested in selling, this would be a prime opportunity for it, and the value to AT&T certainly wouldn’t be higher than it is right now.”


To contact the reporter on this story: Scott Moritz in New York at smoritz6@bloomberg.net
To contact the editors responsible for this story: Daniel Hauck at dhauck1@bloomberg.net; Katherine Snyder at ksnyder@bloomberg.net; Peter Elstrom at pelstrom@bloomberg.net


A Dish Network Corp. Tailgater portable HDTV antenna sits on display during the 2012 International Consumer Electronics Show in Las Vegas, Nevada. Photographer: Daniel Acker/Bloomberg
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Jan. 11 (Bloomberg) -- Joseph Clayton, chief executive officer of Dish Network Corp., talks about the company's receptiveness to a possible takeover offer. Clayton also discusses Dish's "Hopper" set-top box and content costs. He speaks with Cory Johnson at the Consumer Electronics Show in Las Vegas on Bloomberg Television's "Bloomberg West." (Source: Bloomberg)
 
Even though I am a Dish stockholder, I do not want to see AT&T buying Dish Network. If AT&T are the owners, I just know that they will totally screw up Dish Network forever!
 
I doubt DISH will be the acquiree. Joe Clayton was probably just leaving it open for speculation. This will get the analysts in wall street suggesting this that and the other. This in turn raises stock price and in turn that creates more cash flow for DISH to do with what they need to help build out the tmobile network. Thats my 2 cents.
 
I don't pretend to know of course, but very doubtful. Dish is positioning itself it appears to be a major player in entertainment and communications, more than a takeover company.
 
a full buyout mabe as dish and att where very hot under the covers at one time with homezone boxes that where trying to bring to the masses.

A spectrum buy out would seem more like a blessing for dish if they could work out a deal to use the LTE along with dish service if att will build out, Much like DTV is testing in markets for Verizon LTE to support VOD & Streaming.
 
AT&T needed this spectrum back when the companies were going bankrupt, so why didn't they buy it then. If not then, then most certainly not now if they also have to buy Dish Network. Besides, Dish is positioning themselves to buy AT&T.

I wouldn't see Dish selling the spectrum. I could see them leasing it.
 
If dish sells the spectrum to (the evil empire) ATT then all the plans for a LTE service for dish subs would be all for naught.If ATT manages to buyout Dish then it will be a nightmare.
 
if at&t buys out dish im gone from dish and off to direct and will never go back to dish :) imo at&t sucks in every aspect:rolleyes: :)
 
I dont deal in absolutes but, I am very confident this isnt happpening. Not a business model with retailer base. Which, retailers are how the ball got rolling. I HIGHLY doubt it would happen and if so, most retailers would jump ship.
 
far more likely that AT&T buys the spectrum and then the two companies enter into some long term agreement related to AT&T's wireless service.

Basically what Verizon did for the cable companies, AT&T can do for the satellite companies.
 
I got a dollar that says Dish will simply sell it's wireless spectrum to AT&T. Cash is king. And, Dish needs cash.

I don't think Dish is cash poor. I believe there's been word of them sitting on a pile and considering acquisitions.

In any event, I'd hate to see AT&T buying Dish.
 
Saw on the news this morning that AT&T was the 3rd most hated company in U.S.If they get Dish they will easily become #1 on that list.
 
Dish would not be a drop in the bucket for AT&T to acquire. They were going to pay $39 billion for T-Mobile. They had to pay Deutsche Telecom $3 billion due to the cancellation of the merger. The market cap for Dish Network is only about $13 billion. As of the 3rd quarter 2011, Dish Network had cash and cash equivalents of $1.045 billion and long term debt (bonds, etc..) of $7.4 billion. The more likely scenario would probably be for Dish to sell the spectrum that they hold to AT&T at a premium, and for cash. With the fierce competition in the wireless market, it would probably serve them better than trying to launch a wireless network from scratch. Charlie holds about 51% of the company's stock and 85% of the voting shares of the company, so the decision will ultimately be up to him. I guess it depends on how much AT&T offers and how serious they are.
 
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Dish would not be a drop in the bucket for AT&T to acquire. They were going to pay $39 billion for T-Mobile. They had to pay Deutsche Telecom $3 billion due to the cancellation of the merger. The market cap for Dish Network is only about $13 billion. As of the 3rd quarter 2011, Dish Network had cash and cash equivalents of $1.045 billion and long term debt (bonds, etc..) of $7.4 billion. Charlie holds about 51% of the company's stock and 85% of the voting shares of the company, so the decision will ultimately be up to him. I guess it depends on how much AT&T offers and how serious they are.
Except why would Ergen want to lose Dish? My impression is he is too vested into the company to sell it.

There is also the whole monopoly issue. UVerse and Dish Network together? There could be some issues with that as well. Besides Ergen wants to buy AT&T.
 
Except why would Ergen want to lose Dish? My impression is he is too vested into the company to sell it.

There is also the whole monopoly issue. UVerse and Dish Network together? There could be some issues with that as well. Besides Ergen wants to buy AT&T.

Perhaps he may be interested in selling Dish and keeping Echostar. He split the companies apart, he must have his reasons. He has also left the day to day management of Dish.

He could sell Dish and still have his cool toy Echostar to play with, without having to put up with programming fights. But, of course he is well enough off that he does not "need" to sell, which means it would have to be a big incentive to sell. AT&T would have to really pony up a premium price over the current stock price.
 
The more likely scenario would probably be for Dish to sell the spectrum that they hold to AT&T at a premium, and for cash. With the fierce competition in the wireless market, it would probably serve them better than trying to launch a wireless network from scratch.
You are correct sir.

Except why would Ergen want to lose Dish? My impression is he is too vested into the company to sell it...Besides Ergen wants to buy AT&T.
You might wanna brush up on your reading comprehension. Bobvick opined that Dish would probably just sell off their wireless spectrum, not the entire company, with which I totally agree.

Ergen/Dish couldn't afford ATT. I can't imagine them taking on that much additional debt.
 
You might wanna brush up on your reading comprehension. Bobvick opined that Dish would probably just sell off their wireless spectrum, not the entire company, with which I totally agree.
Your attitude aside, I was responding to Bobvick's comment "Dish would not be a drop in the bucket for AT&T to acquire. They were going to pay $39 billion for T-Mobile." which implied AT&T buying Dish outright.

Ergen/Dish couldn't afford ATT. I can't imagine them taking on that much additional debt.
Your sarcasm meter must be broken. The rumors are always about AT&T taking over Dish, so I just turn the tables on the rumor that won't die.
 

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