Recently in mergers Category

Yesterday was a big day for The Channel. Two separate acquisitions occurred with both takeover companies expressing interest in the Channel of the company being bought.

First, we have GTT buying WBS Connect. WBSC is just a reseller of Transit and Transport with about $28M in revenue. It was bought for about $1.8M in cash and notes plus $600K in stock. A spreadout payment over 18 months. WBS Connect had 900 customers  (ARPU calculated at $2600 per month). Lots of hype about POP's and lit buildings touched but at the end of the day WBS Connect was just a reseller pushing IP pricing lower (i.e., in my experience, they sold on price. Get your best deal and I will beat it by $1/MB). If that's the sales approach, what value is that? I won't rant here. I'll let it speak for itself.

Second, ILEC Windstream (formerly Alltel combined with Valor) bought Nuvox. Nuvox was a combo of FDN, NewSouth and Nuvox. Apparently, Nuvox had $180M in debt with 90,000 customers bringing in $500M in revenue (ARPU of about $500 per month). Windstream will issue stock valued at $183M and pay $280 million in cash for $500M in revenue and access to business cutomers outside its footprint. With cellular assets an ILEC like Windstream would be swimming in the EarthLink pool: declining revenue from a declining customer base. The only way to attract new customers is to go outside its own region - or buy a cellular company or a cable outfit (both of which cost way more than $500M).

Nuvox pays out between 12 and 18 points to its Channel agents. Many people call me wondering how they do that when they sell PRI's in many markets for $400. I have no idea. One thing that stands out is that the $95M loan in 2006 grew to $180M in 2009, some it from its FDN acquisition in 2007, but how much because they sell underwater? Nuvox burned through nearly $500M in VC funding as well. 

It sounds funny but on the same day the two companies famous for driving the price of telecom down are acquired - and the Channel is given as a reason. Is this just a bunch of order-takers or is the state of the economy the reason that price is the main object (instead of value and reliability)?

Steve Smith, CEO of Equinix, is excited because he just bought Switch and Data. From a letter he sent:

"Today, we announced our intention to acquire Switch and Data in a transaction valued at approximately $689 million of equity value which will further extend our leadership position in North America. The transaction will allow us to serve you as the most comprehensive data center services provider for your global online business needs. The transaction will include 34 data centers in 22 markets located in the United States and Canada and will extend the company's presence to 16 new markets across North America, including Atlanta, Denver, Miami, Seattle, and Toronto. The acquisition will add more than one million gross square feet of data center capacity, bringing Equinix's total global footprint to 79 data centers in 34 markets and more than six million square feet of capacity across the North America, Europe and Asia-Pacific markets."

Consolidation. Probably a good time for it in this space with all the buzz around Cloud, Virtualization, and the need for secure, reliable, redundant data centers.

Engadget has a rumor that Deutsche Telekom is eyeing Sprint Nextel for acquisition. There are a number of issues here:

1. DT owns T-Mobile.
2. T-Mobile is GSM and Sprint is iDEN and CDMA. Not much value in mixing that many signaling protocols. No synergy.
3. FTC and DOJ may not like that much Public Safety being foreign owned.
4. The cost would be staggering.

By that I mean that DT isn't exactly experiencing huge growth to pay back a multi-billion dollar acquisition of a declining asset. And Sprint is declining. If DT did want to enter the US, it could have bought Virgin Mobile as a foothold. Or done a JV (joint venture) with SK Telecom. These would have been easier and cheaper acquisitions.

UPDATE: MarketWatch article about possible merger and Reuters notes the rise in Sprint's stock and bond prices on these rumors. From this you can almost feel that the bankers are floating a balloon to take advantage of the deltas.

Per an FCC Announcement (below) Telesphere has bought Unity Business Network. I knew that they were in talks and I thought after Telesphere's $15M in funding that they would buy UBN up. This was kind of easy since both are Broadsoft based. Ah, finally some consolidation in the VOIP Provider space.

Released: 08/25/2009. DOMESTIC SECTION 214 APPLICATION FILED FOR THE ACQUISITION OF ASSETS OF UNITY BUSINESS NETWORKS L.L.C. BY TELEPSHERE NETWORKS LTD. (DA No. 09-1875). (Dkt No 09-150 ) STREAMLINED PLEADING CYCLE ESTABLISHED. Comments Due: 09/08/2009. Reply Comments Due: 09/15/2009. WCB . Contact: Tracey Wilson-Parker at (202) 418-1394 or Jodie May at (202) 418-0913.
 
"The FCC is asked to assign Unity BN's domestic interstate common carrier transmission lines to Telesphere. Unity BN, an Arizona limited liability company, is authorized as a competitive local exchange carrier (CLEC) in Colorado and Minnesota and also provides inter-state Voice over Internet Protocol and data services in Colorado, Minnesota, and Oregon. Telesphere, a Washington state corporation, provides interstate services throughout the U.S. .... Pursuant to the terms of the proposed transaction, Telesphere Access, LLC, an Arizona limited liability company and wholly owned subsidiary of Telesphere, will acquire Unity BN's CLEC assets. Telepshere will acquire substantially all of Unity BN's other assets, including any domestic section 214 authority."

There was a question on LinkedIn today about the MVNO model making a comeback. It seems that Sprint buying Virgin Mobile has sparked a slow news day. 

Let's not forget that SK Telecom dropped almost $300M on the Earthlink MVNO formerly known as Helio, which was given to Virgin Mobile last year. SKT was looking for a foot hold in the US market (just like every other international player). If SKT decided to sell its one stake, what chance does the MVNO model have?

As more minutes move to the cellular networks from the wireline network, how does that scale or make financial sense for a virtual operator? (Many analysts note that it hardly makes financial sense for the network operators).

I'm thinking that Sprint bought it to prop up some pre-paid revenue (short term). Or that Sprint needs to just embrace pre-paid altogether in which case they need to go buy some more players including Yak.

For those of you who missed it, Nortel is being sold off in pieces.

"Ericsson announced its interest in Nortel's wireless assets late, but it came home the winner, paying $1.13 billion for Nortel's LTE and legacy CDMA business." [Doug]

The Enterprise unit was sold to rival Avaya for $475M. [Reuters]

Radware had previously purchased Nortel Alteon business.

Having sat in a session with Nortel last week, it can't be fun to work there. Worse, it can't be fun to be a Channel Partner. Any residuals are likely gone. Worse is that you can't confidently sell Nortel solutions. How could you? It's bankrupt and being sold off. I wouldn't lend my reputation to a company in BK. Time to come up with a new business plan. We certainly live in interesting times.

 Grande Communications, a Texas-based communications company providing residential and business customers with high-speed Internet, local and long-distance telephone and digital cable services, is being acquired according to a rumor. I don't have any details other than that.

As per the press release, you would think that the last bunch of transactions had just crippled the accounting firm.

As previously announced in its Form 8-K filings with the SEC, the Company has been delayed in filing financial reports pending completion of its 2008 audit. The Company's change in independent registered public accountants and the complexity of the technical accounting treatment required with respect to the embedded derivatives resulting from the sophisticated financial instruments used in several of the Company's financing transactions were factors in the delay, which has resulted in the suspension of trading from the OTC Bulletin Board. Completion of the audit and filing of financials with the SEC is expected during July, at which point the Company plans to apply for reinstatement of trading of its common stock on the OTC Bulletin Board.

But a document mailed to me today states that Global Capacity, Inc. is experiencing "an unplanned cash constriction". Nice phrase. What does that mean? No commission payments since January.

Global Capacity Inc purchased 4 companies in 33 months. The acquisition of Vanco Direct in 2008 was the pincher due to $6M in accounbts payables. Revenue doesn't mean diddley. Cash flow is king, folks.  I hope GCG's plan works because I like getting paid my commissions on circuits sold.

I'm not the brightest guy in the world. Yet over and over I see politicians and regulators make decisions that the other 99% of the US knows will be bad news. One such decision: approving the sale of Verizon's New England region to Fairpoint.

For one thing, agents can no longer sell in that region because Fairpoint thinks they can sell better than a telecom agent can. Ha! I'd put any agent I know up against any W-2 from a telco.

Two, even VZ knew that it would become too expensive to maintain the copper plant in New England; nevermind deliver broadband to most of it. But for some reason the regulators in 3 states and the folks at Martin's FCC approved the deal. Buying into the story that while a giant like VZ can't, an elfin telco like Fairpoint could, while saddled with the debt from the $2.3B deal. 

The customers in New England are not happy either. As much as 12% of its customers have bailed out. (To cellular and cable probably). But it could get worse as Fairpoint hinted back in March that it could file bankruptcy because of its debt. Verizon still owns about 60% of Fairpoint (I think).

The only happy camper was VZ who took a huge one time credit, released $1.7B in debt, and dumped a rural liability. And smiled the whole time.

In a similar deal, Hawaii Telecom went BK - that was a former VZ area. I know when Alltel (now Windstream) took over Eastern KY, it was like buying a termite infested house. VZ doesn't leave its assets in a state that anyone can work with apparently. Hence, the WSJ suggesting that Frontier learn its lesson from the Fairpoint deal.

From an FCC Filing by Birch:

On May 11, 2009, Birch Communications, Inc. (f/k/a Access Integrated Networks, Inc.), Birch Telecom, Inc. (BTI), and BTI's certificated subsidiaries, and Cleartel Communications, Inc. and its subsidiaries, Cleartel Telecommunications, Inc., IDS Telcom Corp., nii communications, ltd., Now Communications, Inc., Supra Telecommunications and Information Systems, Inc., and Telecon Communications Corporation, filed an application pursuant to section 63.03 of the Commission's rules seeking approval to complete a proposed transaction whereby Assignees will acquire substantially all of the customers, customer accounts, and telecommunications assets of Assignors.

The interesting part is this statement: "BTI is a Delaware corporation, and together with its subsidiaries, is wholly-owned by BCI, a Georgia corporation. .. The following U.S. citizens hold a 10 percent or greater direct interest in BCI: Holcombe Green (66 percent) and and R. Kirby Godsey (32 percent)." Two people collectively own pretty much half of all the UNE-P CLEC's in the Southeast.