Mergers & Acquisitions September 1, 2013, Verizon Is Expected to Pay $130 Billion for Stake in Vodafone Joint Venture By MICHAEL J. DE LA MERCED and MARK SCOTT Verizon Communications neared a long-anticipated deal on Sunday to buy the 45 percent stake in its wireless business held by Vodafone of Britain for about $130 billion, heralding a continued sweeping realignment within the global telecommunications landscape. Though a deal may have little effect on Verizon Wireless’s nearly 100 million subscribers at first, it would ripple through the telecommunications industry and Wall Street, with both having closely watched the back-and-forth of the negotiations for months. The companies were expected to announce the deal on Monday, barring last-minute hiccups, according to people briefed on the matter. A sale would be the third-biggest takeover in corporate history and would give Vodafone a sudden windfall that might lead the British phone company to further acquisitions of its own. It would also furnish the banks working for both sides with a bonanza of fees. Under the expected terms of the transaction, Verizon is to pay both cash and stock. Vodafone’s board was scheduled to meet on Sunday to vote on the deal, with Verizon’s directors meeting sometime afterward. Vodafone confirmed in a statement on Sunday afternoon that it was in “advanced discussions” with Verizon over the sale of its stake in Verizon Wireless, but declined to provide further detail. Verizon declined to comment. Verizon would gain full control of perhaps its most important business and a vital beachhead in the growing fight over mobile broadband connections. Verizon Wireless is America’s biggest cellphone service operator, claiming 98.9 million subscribers to AT&T’s roughly 77.9 million. The work of connecting smartphones, tablets and other devices yields big bucks. Last year, Verizon Wireless reported $21.8 billion in operating income and $75.9 billion in operating revenue. For Verizon, an acquisition would finally realize a dream of unwinding a partnership that stretches back 14 years. Verizon Wireless was born of the combination of Vodafone’s nascent American cellphone operations with those of Bell Atlantic, a Verizon predecessor, in 1999. Since then, Verizon Wireless has grown tremendously, spearheading a long stretch of consolidation within the telecommunications industry alongside AT&T, refocusing the American phone market around the two biggest survivors of the breakup of Ma Bell nearly 30 years ago. Both sides in the joint venture have held discussions for years about unwinding it. Those discussions had frequently fallen apart over issues like price and the potentially big tax hit that Vodafone would take if it sold its stake. In recent months, however, Verizon and Vodafone rekindled their negotiations, having come to terms over major sticking points while moving ahead of the specter of rising interest rates in the United States. A sale now is not expected to generate a big tax bill for the British company, for example. Buying out Vodafone’s stake would involve breathtaking amounts of financing, including over $60 billion worth of bonds and loans arranged by an army of banks. Verizon’s chief executive, Lowell C. McAdam, has said publicly that his company can afford a big deal. And deal makers are confident that the markets can absorb a surge of new issuance of corporate debt. American corporations issued about $1.4 trillion of new debt last year, according to the Securities Industry and Financial Markets Association. Companies issued new debt at an average rate of about $113 billion a month last year. Verizon is expected to hold onto its current investment-grade credit rating. Helping to arrange the debt package are JPMorgan Chase, Morgan Stanley, Bank of America Merrill Lynch and Barclays, the people briefed on the matter said. Verizon’s advisers also include Guggenheim Partners and Paul J. Taubman, a former high-powered deal maker at Morgan Stanley, while Vodafone has been working with UBS and Goldman Sachs. The deal would give Vodafone two of the biggest deals on record: its $202.8 billion takeover of the German cellphone operator Mannesmann in 2000, and the $181.6 billion merger of AOL and Time Warner in 2001, are the top two corporate deals, according to Thomson Reuters. For Vodafone, the sale would provide a much-needed injection of cash to help rejuvenate its European business. Despite holding a strong presence in many European markets, including Germany and Britain, the telecommunications giant has suffered from sagging sales and increased competition from international rivals — including Carlos Slim Helú’s América Móvil — which are expanding across the Continent. Among Vodafone’s highest priorities is returning cash to its long-suffering shareholders, most likely in the form of share buybacks. The British company’s share price has slumped around 40 percent since the creation of Verizon Wireless, and investors are eager to see a cut of the proceeds, especially since a sale would eliminate billions of dollars in dividends that the joint venture pays out every year. In the longer term, an influx of cash could maintain the recent spate of mergers and acquisitions in the European telecommunications sector. As consumers increasingly use cellphones and tablets to stream high-speed Internet, local carriers have been eager to bolt on extra services like cable and fixed-line operations through deals to offer customers so-called bundled telecom packages. Vodafone already has expanded its presence in Germany after agreeing to buy the domestic cable operator Kabel Deutschland this year for $10.1 billion. Potential targets may include John C. Malone’s Liberty Global, which is scooping up assets across Europe. International players, including Liberty Global and América Móvil, also have taken advantage of the depressed share prices of European companies to secure footholds. América Móvil, for instance, has offered $9.5 billion for the Dutch carrier KPN, while Liberty earlier this year acquired the British cable company Virgin Media. AT&T also has expressed interest in potential European acquisitions. Analysts said a number of smaller cellphone operators, particularly in economically depressed markets like Spain and Italy, could become acquisition targets for the likes of a cash-rich Vodafone. The British carrier may also look to expand its cable offerings, yet it may face competition from European and foreign rivals, which also are looking to increase their market shares. “A move for Liberty would offer Vodafone a decent footprint in cable to overlap with its mobile assets,” said Paul Marsch, a telecommunications analyst at Berenberg Bank in London. “It also could look at companies like Fastweb in Italy.” European antitrust officials would most likely give quick approval to any prospective deals, despite a track record of blocking cross-border deals in telecommunications, according to a number of analysts. European Union officials are eager to create a single market for cellphone, broadband and other services, and are increasingly supportive of deals that would consolidate the industry around a number of large incumbents like Telefónica of Spain and Deutsche Telekom of Germany. “The E.U. is getting more relaxed about approving deals,” said Gyanee Dewnarain, a research director at the analyst firm Gartner in London. “If Vodafone sells its stake in Verizon Wireless, it would have the cash to go out and do something big.” Mary Williams Walsh contributed reporting.
Posted on: Mon, 02 Sep 2013 05:09:28 +0000
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