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To: SteveG who wrote (5207)10/6/1999 1:45:00 AM
From: SteveG  Respond to of 11568
 
<A> Kennard Questions MCI Worldcom-Sprint Deal

dailynews.yahoo.com

Kennard Questions MCI Worldcom-Sprint Deal

By David Lawsky

WASHINGTON (Reuters) - Federal Communications
Commission Chairman William Kennard Tuesday criticized MCI WorldCom's proposed
$115 billion purchase of Sprint Corp. (NYSE:FON - news) as a ''surrender'' of
competition that imposes a heavy burden on the firms to show the deal is good for
consumers.

''Competition has produced a price war in the long distance market,'' Kennard told
reporters after delivering a speech. ''This merger appears to be a surrender. How can
this be good for consumers? The parties will bear a heavy burden to show how
consumers would be better off.''

MCI WorldCom Chief Executive Officer Bernie Ebbers put the best possible face on
Kennard's remarks, expressing confidence his company could shoulder the burden and
prove the acquisition was pro-competitive.

But consumer advocates, who applauded Kennard's remarks, saw them in a different
light.

''This is the first time I've ever ever heard him speak out against a merger for once we
find ourselves in agreement with the chairman of the FCC,'' said James Love, of the
Consumer Project on Technology.

Love said the same three firms have dominated long distance in the United States for
many years, demonstrating that it is a hard business to break into.

The deal -- the latest in a series of largest-ever corporate takeovers -- would slice the
number of major players in the U.S. long distance market to two.

MCI WorldCom, the second-biggest long-distance company, said it would buy No. 3
carrier Sprint for $115 billion in stock and assume $14 billion in debt.

The combined company, to be called WorldCom, would have about 30 percent of the
$90 billion U.S. long-distance market and create a formidable rival to market-leader
AT&T Corp. (NYSE:T - news) .

Left standing would be Qwest, which has a tiny fraction of the market.

''A lot of economists think that with three or two firms you're more likely to get cartel
behavior than with five firms,'' Love said.

Mark Cooper of the Consumer Federation of America agreed with Kennard, but said the
FCC chairman had failed to oppose other mergers that were equally damaging. Cooper
and Gene Kimmelman of Consumers Union said the real issue was that competition was
limited to high-end long distance customers.

And although he is a consumer advocate, Kimmelman conceded: ''It doesn't appear this
deal is a blatant violation of the antitrust laws.''

At a news confidence, Ebbers was confident he could make that point as well as
convincing the FCC that the deal was actually a benefit.

''We understood from day one it's our burden of proof to show that this is
pro-competitive,'' Ebbers said. ''We obviously would not have entered into this
transaction if we didn't feel very confident that we could show that this was
pro-competitive and we look forward to the opportunity to doing that.''

MCI WorldCom said the boards of the two companies had approved a definitive
agreement to merge and the deal is expected to close in the second half of next year.

But first it needs approval from both the U.S. Justice Department's antitrust division and
the Federal Communications Commission. Overseas, it would face scrutiny by the
European Commission in Brussels.

Analysts expect regulators will look at the combined strength of MCI WorldCom and
Sprint in Internet backbones, the high-capacity fiber systems that speed information
around the world from one network to another for use on the World Wide Web.

Last year, European regulators conditioned WorldCom's $40 billion purchase of MCI
on the sale of its Internet business.

~~~~~~~~~~~~~~~~

dailynews.yahoo.com

Kennard Dubious About MCI Worldcom-Sprint Deal

By David Lawsky

WASHINGTON (Reuters) - Federal Communications
Commission Chairman William Kennard reacted sharply to news Tuesday of MCI
WorldCom Inc.'s (Nasdaq:WCOM - news) proposed $115 billion purchase of Sprint
Corp. (NYSE:FON - news), calling it a ''surrender'' of competition that imposes a
heavy burden on the firms to show the deal is good for consumers.

''Competition has produced a price war in the long distance market,'' Kennard told
reporters after delivering a speech. ''This merger appears to be a surrender. How can
this be good for consumers? The parties will bear a heavy burden to show how
consumers would be better off.''

The deal -- the latest in a series of largest-ever corporate takeovers -- would slice the
number of major players in the long distance market to a handful.

MCI WorldCom, the second-biggest U.S. long-distance company, said it would buy No.
3 carrier Sprint for $115 billion in stock. It would also assume $14 billion in debt from
Sprint.

The combined company, to be called WorldCom, would have about 30 percent of the
$90 billion U.S. long-distance market and create a formidable rival to market-leader
AT&T Corp. (NYSE:T - news).

MCI WorldCom said the boards of the two companies had approved a definitive
agreement to merge and the deal is expected to close in the second half of next year.

But first it needs approval from both the U.S. Justice Department's antitrust division and
the Federal Communications Commission. Overseas, it would face scrutiny by the
European Commission in Brussels.

The difference is that while the Justice Department can repeatedly extend the time for
consideration, if a company agrees, European regulators face a hard, inflexible
deadline.

Analysts expect regulators will take a long look at the combined strength of MCI
WorldCom and Sprint in Internet backbones, the high-capacity fiber systems that speed
information around the world from one network to another for use on the World Wide
Web.

Unlike Kennard, Justice Department officials were circumspect about the merger
Tuesday, even refusing to concede they would handle the matter. They have handled
every other major phone company merger in recent years.

''It has yet to be determined which agency will take a look at it,'' a Justice Department
spokeswoman said. The Federal Trade Commission also reviews mergers.

European regulators are already deeply involved in MCI WorldCom, which is operating
under restrictions set by the European Union when it approved MCI's $40 billion
combination with WorldCom.

Last year the European Commission forced MCI to sell its Internet business after a
lengthy review of its merger, in what was at the time the biggest divestiture ever
imposed by the EU executive body.

Earlier this year, Cable & Wireless Plc, which bought the MCI Internet business for
$1.75 billion, complained in Federal District Court in Washington that MCI had not
fully complied with the EU Commission divestiture condition.

But a European Commission official repeated Tuesday in Brussels there was no
indication that MCI was violating the 1998 agreement.

U.S. officials have not commented on the Cable & Wireless suit, but Kennard was been
hinting about his reservations over the MCI-Sprint deal even before it was announced.

Last week Kennard was asked about a news report that the merger of MCI WorldCom
and Sprint would easily clear regulatory hurdles, that matters would be fine.

''You don't hear me saying it's going to be fine,'' he said at the time.



To: SteveG who wrote (5207)10/6/1999 10:06:00 AM
From: PDL  Respond to of 11568
 
Research Note from PaineWebber's Eric Strumingher (yes, I know he caused the stupid furor over the price war in long distance back in August) dated October 6:

WCOM rated a Buy at 15X 2001 Cash EPS. Some of the highlights:

- We believe that investors are placing too little emphasis on the most important measure of value in the Sprint merger: cash flow. We expect the stock to reverse course quickly as the companies explain the rationale for the merger.

- We estimate that the transaction is only slightly dilutive to WCOM's cash earnings per share in the middle of the collar and is 30% accretive to free cash flow per share in the first year of the merger. Management is using a 20 year life instead of 40 year life on the $100+ billion of goodwill created in the merger to force the discussion to one of cash earnings.

- Strategically, the merger both removes the long-standing wireless overhang and takes the sting out of RBOC long distance approvals. The carriers would also benefit from increased scale, cost synergies, improved distribution for wireless, and the elimination of a big competitor.

- While the regulatory bar will no doubt be high, we believe that the companies will be able to show the FCC and other regulatory bodies that the deal will enhance competition and thus bring public interest benefits. We do not expect the company to be forced to make any divestitures that would be considered potentially deal killing.

- We believe that WCOM's stock will reverse course quickly as Wall St. gets over its initial sticker shock and becomes comfortable with the significant synergies involved and the absence of meaningful dilution to cash earnings for WCOM. Our twelve-month target price on WCOM is $105 per share based on a multiple of approximately 26X pro forma 2001 cash EPS at the mid-point in the collar.



To: SteveG who wrote (5207)10/6/1999 11:21:00 AM
From: Anthony Wong  Read Replies (1) | Respond to of 11568
 
InfoWorld: MCI WorldCom-Sprint deal signals industry changes

By Nancy Weil
InfoWorld Electric

Posted at 5:01 PM PT, Oct 5, 1999
While analysts Tuesday predicted regulators eventually will permit MCI WorldCom to buy Sprint, the result will not necessarily be good for consumers or for competition, according to industry insiders. The deal indicates the industry is headed for a model focused on bundled-service packages offered by increasingly fewer, big players.

Although analysts agreed that WorldCom, as the new company would be called, should be in better position to duke it out with AT&T, the deal essentially would lead to two dominant U.S. carriers with a closely matched share of the long-distance market, as well as wireless holdings, Internet service and a global presence.

This will be an issue for users and regulators, especially regarding the long-distance market.

"MCI WorldCom will argue that the long-distance market is wide open and that there has been competition for 15 years," said Melanie Posey, an analyst at International Data Corp. (IDC), in Framingham, Mass. "At the same time, sure, it's an open market, but you've got AT&T with 40 percent of the market and then MCI WorldCom-Sprint with 40 percent. On the face of it, that looks more like a duopoly than anything."

When WorldCom bought MCI, it became the second largest U.S. carrier behind AT&T. Meanwhile, Sprint has been in the No. 3 spot. So, the acquisition, valued at $129 billion, is sure to raise issues about the intent of the U.S. Telecommunications Act of 1996 and call into question why U.S. regulators, including the Federal Communications Commission, allow such monster deals to pass scrutiny if the objective was to create more, not less, competition.

But the task of interpreting the Telecommunications Act "is not like a courtroom where there's precedent and case law," Posey noted.

What has been established, though, is that carriers have drastically lowered long-distance prices in the years since the act was passed. As a consequence, if the monolithic WorldCom is indeed created, "I wouldn't see any benefits coming to users right away," said Jeff Phillips, an analyst at Telechoice, in Owasso, Okla. "Rates are pretty darn low right now in long distance. I don't believe we'll see lower prices."

Like Posey, Phillips believes one possible outcome of the emergence of a handful of dominant players in the telecommunications market could be the bundled-service model with long distance, Internet, wireless, and other services rolled into one package with a set price.

While that end of the market develops, Phillips envisions the possibility that the other end of the spectrum will be niche players like applications service providers focused on providing specific offerings, somewhat like Internet service providers did a few years ago before consolidation in that area. The old middle ground with lots of regional telecommunications carriers could be gone, he said.

Although users are not likely to see much change for a while, Phillips said he does think that a bigger WorldCom would be good, in that "there's going to be another big player against AT&T." Both WorldCom and AT&T would "deliver all the puzzle pieces" that users want from wireless to data networks to everything in between.

Sprint's wireless holdings are widely viewed as its primary attraction to WorldCom, which currently lacks that piece of the puzzle. MCI WorldCom wants a strong wireless component as a way to be able to offer complete bundled services, Posey said.

Getting to that point will, however, require concessions on the part of MCI WorldCom and Sprint to appease regulators, said both Phillips and IDC's Posey. WorldCom would most likely readily agree to certain concessions, said other analysts.

"If they have to divest of the U.S. long-distance part of Sprint, they wouldn't mind," said David Brown, a telecommunications consultant at Schema Ltd., in London, adding that MCI WorldCom is not interested in Sprint for long-distance service anyway, but is primarily attracted by wireless and overseas holdings.

Though the deal would create a huge company, Brown said it would not necessarily crush new upstarts. "It would decrease competition quite significantly in the U.S., but equally there are a lot of players and new ones coming in all the time," he said.

But even if WorldCom sells off some Sprint services to appease regulators, users might not be entirely thrilled with the prospect of an MCI WorldCom-Sprint deal.

Mike Lieberman, president at Net Wright LLC, has contracts for services with both MCI WorldCom and Sprint. His company, with offices throughout Wyoming, develops wide area networks for customers and also offers consulting and Internet services. It is critical that his company has connectivity, which is why Net Wright has contracts with both.

"If Sprint gets purchased by MCI WorldCom, guess who's going to manage those [Sprint]lines?" Lieberman wrote in an e-mail Monday in response to an article about the proposed acquisition.

"Yes, Sprint's Internet service might get spun off, but I would now (along with many other users) be in the boat of having the same company support my two service connections, which I took so as to make sure that our company always had connectivity, no matter what one provider did," Lieberman said.

The problem, Lieberman said, is that even if part of Sprint's business must be divested, the combined Sprint-WorldCom entity will still own the basic infrastructure.

Lieberman has strong views about having to rely on one provider: "Should Sprint join with MCI WorldCom, I (and others) really get hosed. The merger may be wonderful for the wireless business, but it's the pits for [the] Internet."

MCI WorldCom, in Jackson, Miss., can be reached at www.wcom.com. Sprint Corp., in Westwood, Kan., can be reached at www.sprint.com.

Nancy Weil is a Boston correspondent for the IDG News Service, an InfoWorld affiliate. Jana Sanchez , London bureau chief for the IDG News Service, contributed to this report.

infoworld.com:80/cgi-bin/displayStory.pl?99105.enmerger.htm