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March 7, 2001
Heard on the Street
Will WorldCom Entertain Calls From the Outside?
By DEBORAH SOLOMON Staff Reporter of THE WALL STREET JOURNAL
After all these years as an acquirer, WorldCom Inc. could soon be dialing up a deal to sell itself.
WorldCom came out of relative obscurity in the 1990s to become the nation's second-biggest long-distance telephone company. Now, with the company's stock hovering near its lowest point in recent history, investors and industry observers are buzzing about the potential for a WorldCom takeover.
While nothing appears imminent, people close to WorldCom's chief executive, Bernard J. Ebbers, say the brash former basketball coach has expressed interest in selling the humbled Clinton, Miss., telecom firm. Rebuffed by regulators last June in his attempt to buy rival Sprint Corp., he has stepped back a bit from the hands-on approach he long took to running WorldCom, handing much of the day-to-day responsibility over to a new chief operating officer of the core business-services division. Mr. Ebbers is said to be interested in parting ways with the company, which is second in terms of number of customers to AT&T Corp., for the right price -- possibly about $35 a share.
As of 4 p.m. Tuesday in Nasdaq Stock Market trading, WorldCom shares were up 56 cents to $16.69 -- 74% off the high of $64.50 they hit in 1999, but also off their 52-week low of $13.50 late last year, thanks partly to recent speculation among traders about a possible takeover.
A WorldCom spokeswoman said the company wouldn't comment on any deal speculation. Most investors and industry observers don't expect anything to happen until at least the fourth quarter of this year or the beginning of next year. And WorldCom could wind up going it alone if its growth rate strengthens.
Still, "the rumor is flying so much because WorldCom has been doing things that are very akin to what a company does when it readies itself for a sale," says Robert Gensler, portfolio manager at T. Rowe Price Associates Inc. Among the signs: a restructuring that the company announced last November that will create a separate tracking stock for certain slow-growth parts of its business, including its huge consumer long-distance unit. If that restructuring is followed by an actual spinoff of those operations, it could free up the faster-growing parts for an acquirer to snap up.
The likeliest buyers: the regional Bell phone companies, such as BellSouth Corp., SBC Communications Inc., Verizon Communications and Qwest Communications International Inc., which now owns US West. BellSouth, SBC, Verizon and Qwest declined to comment.
"What the Bells want is more advanced data and Internet capabilities, and access to business customers," says Blake Bath, an analyst with Lehman Brothers. Buying WorldCom, one of the few firms that sells telecom services to major corporations, would be a quick, easy way for a Bell to crack that market. Plus, an acquirer would get UUNet, the Internet backbone owned by WorldCom, along with its Web-hosting capabilities.
A sale of WorldCom would mark a remarkable end for a company that has long been considered one of the few telecom companies likely to survive consolidation and emerge as a dominant global player. But the past year has been a bruising one as WorldCom has struggled with rapidly falling long-distance prices, sluggish revenue growth and aggressive competition from companies including Qwest.
Analysts and investors say Mr. Ebbers isn't likely to head back to Washington until he is sure a deal to sell WorldCom can pass muster. One thing that could be in the company's favor: The climate in Washington would likely be more welcoming this time around. Industry observers expect the new Federal Communications Commission chairman, Michael Powell, to take a more laissez-faire approach to regulating the phone companies.
Under the planned restructuring, WorldCom, which reported revenue of $39.1 billion last year, would segregate slow-growth operations, including the consumer long-distance unit that it acquired when it bought MCI Communications Corp. in 1998, and create a tracking stock for them. Such stocks reflect the performance of a business unit, but the unit itself isn't a separate corporate entity. Following the reshuffling, the core of WorldCom would be its business of selling data-oriented services to corporate customers, such as high-speed Internet connections and Web-hosting products.
Eventually, industry observers expect WorldCom to spin off the consumer long-distance business, a move that could make it easier for potential acquirers to buy the remaining business-services operations. Mr. Ebbers, in fact, has said the tracking stock leaves room for WorldCom to spin the MCI business off entirely later on. The business-services piece, with more than $22 billion a year in revenue, is considered by analysts to represent virtually all of WorldCom's roughly $50 billion in market capitalization, given its heady growth prospects, compared with the lackluster prospects for consumer long distance.
One big sticking point in any Bell-WorldCom merger has been the Bells' inability, as a result of regulatory constraints, to sell long-distance service within their home regions. If WorldCom sheds its consumer business entirely, industry observers say, a merger with the remaining business-services unit may be more palatable to regulators, who wouldn't be worried about stifling competition in the consumer long-distance business. Those concerns are what helped scuttle the WorldCom-Sprint merger last year.
But some are speculating that with an easing regulatory climate, a WorldCom-Bell merger could happen even if WorldCom doesn't spin off its consumer business. Such a combination will become easier as more of the Bells receive approval to sell long-distance services, something that could come more easily with the new FCC chairman. Once that happens, regulators may be more inclined to permit a Bell to buy a long-distance carrier. SBC and Verizon already have approvals for long-distance sales in certain states and are seeking additional clearances.
Regardless of whether WorldCom gets sold, investors say they expect further consolidation in the telecom industry. Other potential acquisition targets are WorldCom's peers -- AT&T and Sprint -- which have suffered many of the same problems afflicting WorldCom. Industry observers speculate that AT&T, in the midst of breaking itself into three separate companies, may eventually merge one or more of its companies with another company. The most likely candidate would be AT&T's Business Services division, which some industry watchers say could be purchased by a Bell.
"The talk now is that at some point this year or next, the Bells will purchase the long-distance companies," says Michael Eggly, portfolio manager for Northern Trust, which owns shares of WorldCom and AT&T.
The question, investors say, is when. "The telecom companies are like tectonic plates. Natural pressures build up and every so often you get an earthquake -- a merger," Mr. Gensler says. "You can see the earthquake coming." |