A potentially expensive missed call

Contact: Brenon Daly

With AT&T’s planned purchase of T-Mobile USA now looking increasingly unlikely to close, we may have to take an eraser to our deal totals for 2011 – a very big eraser. Like most other M&A databases, The 451 M&A KnowledgeBase tallies transactions by their date of announcement rather than close. (However, we do note when the transaction is officially complete in our deal records, where relevant.) And recent regulatory developments in AT&T’s proposed consolidation of T-Mobile, which was announced eight months ago, appear to indicate the $39bn pairing may not get consummated.

If that happens, the total M&A spending for 2011 will decline by a full 17%. The planned purchase, which is the largest telco transaction in a half-decade, is three times the size of the next-largest deal announced so far this year, Google’s $12.5bn proposed purchase of Motorola Mobility.

Another way to look at it: AT&T’s $39bn cash-and-stock purchase of T-Mobile roughly equals the average monthly M&A spending around the globe for two full months so far this year. Without the big telco deal, the total value of all 2011 transactions is likely to come in just slightly below the $226bn we recorded in 2004. If that’s where spending does indeed land this year, it would represent an uptick of about 28% compared to 2010 full-year total of $172bn.

Terremark triples under Verizon

Just seven months after Terremark Worldwide was officially absorbed by Verizon Communications, the business has more than tripled its size as Terremark has become the telecom giant’s main services brand. At the time of the acquisition, which was announced in late January and closed in early April, Terremark was generating about $400m in sales. (Colocation services account for the vast majority of that revenue, with cloud offerings a small – but much more important and valuable – slice of the business.) The business is now running at $1.4bn, according to Bill Lowry, Terremark’s VP for Cloud Services.

Speaking at a Monday evening keynote at the Cloud Expo, Lowry added that the growth is coming both from the expansion of Terremark’s traditional business as well as Verizon’s decision to roll its services businesses into Terremark. (The ‘reverse integration’ makes sense to us because Terremark has much more enterprise credentials than Verizon, which we recently noted.) That means, for instance, that the managed security services provider business, which Verizon obtained via its May 2007 purchase of Cybertrust, is now part of Terremark. Verizon also transferred over to Terremark some 450 professional services employees, part of a broader buildup that has tripled Terremark’s headcount from 1,000 at the time of the acquisition to some 3,000 now.

A post-recession spending record — and then some

Contact: Brenon Daly

The first-quarter M&A totals for the tech industry suddenly look a lot different. AT&T’s announced acquisition of T-Mobile USA from parent Deutsche Telekom dramatically inflates the spending, more than doubling the collective value of the 750 transactions announced so far in 2011. The $39bn deal (the largest purchase in the telecom industry in a half-decade) compares to $29bn worth of transactions in the first 11 weeks of the year.

Further, it wasn’t just Ma Bell’s massive consolidation play in the wireless space that pushed up the total on Monday. Liberty Global announced plans to spend a total of $4.5bn on German cable operator Kabel Baden-Württemberg. Additionally, Charles Schwab said it will shell out $1bn in stock for optionsXpress Holdings, its largest deal in a decade. And Broadcom continued its recent steady run of dealmaking, handing over $313m for Provigent. Altogether, that pushed M&A spending so far this quarter to $74bn – the highest quarterly total since Q2 2008. And the post-recession record is only headed higher: the first quarter doesn’t wrap up until a week from Thursday.

Ma Bell’s mobile move

Contact: Brenon Daly

In the largest US telco deal in a half-decade, AT&T will hand over $39bn in cash and stock for T-Mobile USA. Assuming it goes through, the combination would create the country’s largest wireless provider, with some 130 million subscribers. The consolidation move, which has been a hallmark of AT&T over the past decade, would give the carrier one-third more wireless subscribers than second-place Verizon and more than twice the number of Sprint.

Clearly conscious of its increased market share, AT&T took a number of steps – both in language and in terms – to blunt criticism and concerns over the concentration. For instance, in its release AT&T tosses a sop to regulators by portraying this move as a step to connecting ‘every part of America to the digital age’ – a quote borrowed from President Obama and backed by the Federal Communications Commission. (The FCC and the US Department of Justice will likely cast a sharp eye on the planned deal, which AT&T hopes to close in a year or so.) And, in an effort to shore up populist support, AT&T highlights in its release that it is the only major wireless carrier to be a union shop. We can’t remember the last time a major acquirer trumpeted its union status in an M&A release.

Aside from the spin in the official release, the terms of the proposed transaction also appear to us to be structured with an eye toward knocking down as much uncertainty as possible. For instance, AT&T collared the $14bn in stock that it is set to give to T-Mobile USA’s parent Deutsche Telekom. (Although, at least based on Wall Street’s initial reaction, that wasn’t necessary as investors actually nudged the Dow component 1% higher.) But what really caught our eye was the stiff breakup fee: if AT&T has to walk away from the deal, it will be on the hook for a $3bn payment, as well as have to transfer an undefined chuck of spectrum to its would-be partner. That’s a lot of incentive to get it closed.

Ulticom’s shareholders cash out

Contact: Brenon Daly

Cash is king. We got a reminder of that tried-and-true business adage when we were skimming the terms of Ulticom’s sale to buyout shop Platinum Equity earlier this week. While the pending take-private is hardly a regal outcome for shareholders of the telecom software provider, the structure of the deal helps them get a bit more back from the business than they would have otherwise.

According to terms of Tuesday’s buyout, Platinum will pay $2.33 for each of the roughly 11 million shares outstanding at Ulticom. That works out to about $26m of equity consideration for the company. Far more important, however, the buyout shop will hand back roughly $64m of Ulticom’s $77m in cash to shareholders. This is actually a rare case of a cash ‘rebate’ being pocketed by the existing owners of a business (shareholders) rather than the soon-to-be owners. The bid works out to an enterprise value for Ulticom of about $16m, for a business that was likely to do around $38m in revenue in the current fiscal year.

Further, this is actually the second time that Ulticom has parceled out its cash. A bit of background: Ulticom is majority owned by Comverse Technology. The scandal-tainted company acquired Ulticom in 1996, which then spun off a chunk in a public offering in April 2000. That offering – along with a secondary shortly afterward – gave Ulticom way more money than it could ever use. While the company was sitting on a mountain of cash, interest in it was muted because Ulticom had to restate several years worth of financial filings because of options grants and revenue recognition issues. Those concerns pretty much sank Ulticom’s M&A plans in 2008, when it was being advised by Jefferies & Company.

Last year, however, Ulticom got itself back together. It settled with the SEC, got relisted on the Nasdaq and even threw a bone to long-suffering shareholders, paying out $200m in cash through a dividend. (Part of the reason Ulticom emptied out its treasury, we suspect, is to make it more attractive to private equity firms, which wouldn’t have to write such a large check for the company.) The move paid off for Ulticom, not to mention its shareholders. Morgan Keegan Technology Group (the former Revolution Partners) advised Ulticom on the deal, which is expected to close by January

CenturyLink continues to consolidate

Contact: Brenon Daly

Just a year and a half after a multibillion-dollar consolidation move, CenturyLink was back at it on Thursday with another one twice the size. The telecom service provider announced that it is picking up Qwest Communications in a deal valued at $22.4bn ($10.6bn in equity plus the assumption of $11.8bn in net debt). The acquisition comes just 18 months after CenturyLink, which was then known as CenturyTel, acquired Embarq Holdings in a deal valued at $11.6bn on an enterprise value basis.

When we look at the two transactions, we can’t help but notice the fact that CenturyLink is paying exactly 1.8 times trailing sales (on an enterprise value basis) for both Qwest and Embarq. (Both deals were done in equity.) For the record, we would note that’s exactly half the multiple that CenturyLink garners on the public market – and that’s without a take-over premium.

Telco equipment troubles

Contact: Brenon Daly

For communications infrastructure equipment vendors, it seems that the only thing worse than doing a major acquisition is not doing a major acquisition. At least that’s the only conclusion we can draw from the relative performance of Alcatel-Lucent and Nortel Networks in recent years. Shareholder returns since the Franco-American combination was announced on April 2, 2006: Alcatel-Lucent ‘only’ down 85%, compared to Nortel’s drop of 99%.

Both companies have been in the news recently as they look for ways out of their protracted slumps. For Alcatel-Lucent, the future appears to be in Web 2.0, whatever that means. (That’s a bit of an oversimplification. To read what the company actually plans, view my colleague Gilad Nass’ report on the company’s restructuring.)

Meanwhile, the outlook at Nortel has gotten so bad that some reports last week indicated that the company may be forced into bankruptcy in the near future. Nortel quickly dismissed this, pointing out that it still has a cash cushion and doesn’t have any debt coming due until 2011. Nonetheless, Nortel shares are changing hands at their lowest-ever level (closing at 33 cents each on Monday) and may get booted off the Big Board because the stock price doesn’t meet the NYSE’s minimums for listing. Nortel’s current market capitalization is just $164m, but because of all the debt it carries, its enterprise value is $2.5bn.

We honestly can’t envision another strategic acquirer stepping in to buy Nortel, even at its current bargain-basement price. And forget about a buyout shop making a run at the company, given the frozen credit market and Nortel’s cash burn. But what about a piecemeal sale of the vendor, continuing its already announced divestiture plan?

Well, we suspect Microsoft would be interested in some of Nortel’s unified communications (UC) technology. There have been rumors of a deal between the two companies ever since they announced their UC partnership, dubbed Innovative Communications Alliance, in July 2006. (That was back when Nortel shares were changing hands at about $20 each, giving it a market capitalization of roughly $10bn.) Despite that rumor, we don’t see Microsoft getting into the business of selling base stations and routers, which would come with all of Nortel. If indeed Nortel goes bankrupt, however, Microsoft might be able to snag the UC assets in a court-supervised auction.