The deal would allow AT&T, now the second-largest U.S. wireless operator, to add about 34 million customers and surpass Verizon Wireless. The acquisition, the largest in the wireless industry since 2004, may face government scrutiny because it combines the second- and fourth-largest wireless providers, reducing consumer choice. Regulatory approval may take a year, Dallas-based AT&T said.
“This is a long process from the regulatory perspective and nothing is guaranteed,” said Chris Larsen, a Piper Jaffray & Co. analyst, in an interview. “For these carriers, there’s going to be bigger savings on their networks by joining up.”
Sprint had held talks with Deutsche Telekom about acquiring T-Mobile, people with knowledge of the matter said this month. The companies hadn’t been able to agree on the valuation of T- Mobile, the people said.
AT&T said that it would expand the rollout of its high- speed wireless technology, called Long-Term Evolution, or LTE, under the T-Mobile agreement. AT&T will offer the service to an additional 46.5 million people as part of the deal, helping achieve the Federal Communications Commission goal of making broadband available more widely, the company said.
‘Very Confident’
“We studied this thing extensively over the last few months and we’re very confident it will be approved,” Randall Stephenson, AT&T chairman and chief executive officer, said in an interview. “Most local markets have a choice between five carriers, so the space will remain fiercely competitive.”
The agreement has been approved by the boards of both companies, Deutsche Telekom said in a statement.
The deal is the largest for AT&T since the acquisition of BellSouth Corp. in 2006 for about $83 billion, according to data compiled by Bloomberg. It’s the largest takeover to be announced in the wireless industry worldwide since 2004, when Sprint agreed to merge with Nextel Communications Inc., and the sixth- largest mobile-phone deal of all time.
Since taking over as CEO in 2007, Stephenson has focused on growth through wireless services, rather than the multi-billion- dollar acquisitions common under his predecessor, Ed Whitacre. AT&T began selling Apple Inc. (AAPL)’s iPhone in June 2007, and wireless data has since become one of its fastest-growing offerings, with revenue up 27 percent in the fourth quarter.
IPhone Exclusivity
AT&T lost its exclusive hold on the iPhone in the U.S. this year, as Verizon Wireless began selling the device to its customers in February. Analysts estimate Verizon Wireless may sell 11 million iPhones this year, the company said that month.
The T-Mobile deal may give AT&T a way to boost earnings because of the money the companies would save by combining their operations. The companies’ estimate that they could have $40 billion in synergies is a realistic assessment, said Jonathan Chaplin, an analyst with Credit Suisse Group AG.
“Phenomenal deal if it happens,” Chaplin wrote in a research note yesterday. “Huge upside for AT&T; DT getting a great price; however, we believe regulatory risk is enormous.”
In the last five years, the median deal price for a telecommunications company has been 4.5 times earnings before interest taxes depreciation and amortization, according to Bloomberg data. Deutsche Telekom said the purchase price is multiple of 7.1 times 2010 adjusted EBITDA.
Regulatory Issues
The deal drew criticism for its potential to reduce the number of wireless competitors.
“It’s difficult to come up with any justification or benefits from letting AT&T swallow up one of its few major competitors,” Parul P. Desai, policy counsel for Consumers Union, said in an e-mailed statement. “AT&T is already a giant in the wireless marketplace, where customers routinely complain about hidden charges and other anti-consumer practices.”
There were 296.3 million wireless subscribers in the U.S. at the end of 2010, according to estimates from researcher eMarketer. Adding AT&T and T-Mobile would give the combined companies 39 percent of the total, according to data from eMarketer and ComScore Inc., while Verizon Wireless has 31 percent.
To get the deal through, regulators might require that T- Mobile and AT&T divest some operations or agree to certain conditions, such as promising to build out their network in certain, underserved markets, said Roger Entner, an analyst at Recon Analytics in Boston.
AT&T Financing
Still, the combination would help alleviate some of the spectrum crunch that regulators have been struggling with, he said. The two companies would be able to share airwaves, which may help persuade the FCC and the Department of Justice to approve the deal, Entner said.
Robert Kenny, a spokesman for the FCC, which is to review the deal alongside antitrust authorities, declined to comment.
AT&T anticipates U.S. regulators will require it to divest wireless spectrum and subscribers as a condition for approval, according to a person with knowledge of the situation. The person declined to be identified because the matter is private.
T-Mobile, which accounts for about a quarter of Deutsche Telekom’s revenue, has reported declining earnings as it missed out on the iPhone and it lagged behind competitors in building out a higher-speed wireless network.
Cash and Stock
The purchase price will include $25 billion in cash and the balance in AT&T stock, subject to adjustment, according to a statement yesterday. The deal may give Deutsche Telekom an 8 percent stake in AT&T, which will add a Deutsche Telekom executive to its board of directors.
AT&T said the cash part of the purchase price will be financed from the holdings on AT&T’s balance sheet and new debt. AT&T has an 18-month commitment for a $20 billion unsecured bridge loan from JPMorgan Chase & Co. (JPM) The company is not assuming any debt from T-Mobile or Deutsche Telekom.
AT&T has the right to increase the $25 billion cash portion of the purchase price by up to $4.2 billion, offset by a reduction in stock, as long as Deutsche Telekom receives at least 5 percent equity interest in AT&T, the company said. The number of AT&T shares issued will be based on a 30-day average prior to closing, subject to a 7.5 percent collar.
AT&T agreed to a breakup fee of $3 billion and some spectrum if the deal fails to close, said two people with knowledge of the matter.
AT&T rose 20 cents to $27.94 in New York Stock Exchange composite trading on March 18. The stock had declined 4.9 percent this year. Deutsche Telekom, little changed this year, fell 1.3 percent to 9.59 euros in Frankfurt trading.
AT&T was advised by JPMorgan, Greenhill & Co. and Evercore Partners on the deal. Morgan Stanley, Deutsche Bank AG, and Credit Suisse Group AG advised Deutsche Telekom.
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