To: nbfm who wrote (12592 ) 6/19/2000 11:20:00 AM From: Eric L Read Replies (2) | Respond to of 13582
>> FCC Approves Giant Bell Atlantic-Gte Merger Jeremy Pelofsky Reuters 19 June 2000 Bell Atlantic Corp. and GTE Corp. won regulatory approval on Friday to merge in a $65 billion deal to create Verizon Communications, the nation's largest local and wireless telephone company. The U.S. Federal Communications Commission (FCC) attached 25 conditions to its approval of the merger between Bell Atlantic, a local telephone company, and GTE, a long-distance, wireless and local carrier. The conditions include a requirement that the new company restrict ownership in GTE's Internet assets, Genuity Inc., to 9.5 percent. The conditions are designed to open local markets to competition, foster out-of-region competition and improve residential telephone service, according to the FCC head. "My support is predicated on the applicants' enforceable commitments to open its traditional local markets to competitors, invest in new markets, and accelerate deployment of broadband technologies," said FCC Chairman William Kennard. The new local and long-distance company will control about 63 million telephone lines in 31 states and the District of Columbia - about a third of all lines in the United States - and have 25 million wireless customers nationwide. The approval comes as several telecommunications firms are merging to boost their market-share and offer customers a single package of services, including high-speed Internet access, cable television and wireless, long-distance and local telephone service. The "approval contains reasonable conditions that clear the way to unite these two great companies," said Charles Lee, GTE's chairman and chief executive, who will become co-CEO and chairman of the new firm. He said "never say never" about potential mergers down the road, but the companies had nothing in mind at the moment. Shares of New York-based Bell Atlantic closed down 1-1/2 to 55-1/16 on the New York Stock Exchange while shares of Irving, Texas-based GTE shares closed off 2-1/2 at 66. The union, first proposed in July 1998 and expected to close by the end of this month, will launch Verizon ahead of SBC Communications Inc. as the largest local telephone company in the nation. As for employees, there will be about 3,000 redundancies and the "normal attrition rate will cover that very easily," said Bell Atlantic Chairman Ivan Seidenberg, who becomes Verizon's co-chief executive and the sole CEO in 2002. The FCC's conditions include a demand that Verizon spend $500 million to enter new local markets or attain 250,000 new customers in out-of-region markets to spur competition. The company must meet various targets or face financial penalties and must complete the requirement within three years or face a stiff $750 million penalty. Failure to meet all the conditions to the merger would result in more than $1 billion in penalties. One snag that in part held up regulatory approval was GTE's ownership of Genuity, a large Internet network of cables that carries data known as an Internet backbone. Federal law requires local telephone companies to seek regulatory approval to offer long-distance services in their local markets, but only after proving that competitors have fair access to the local networks. Until Verizon gets approval to offer long-distance service in 12 more states and the District of Columbia Bell Atlantic serves, it cannot own or operate more than 10 percent of the GTE backbone since Internet data travels across long-distance phone lines. So far it only has approval for long-distance service in New York. Verizon agreed, after much back-and-forth with the FCC, to restrict its holding in Genuity to 9.5 percent of Class B shares after the IPO, which is tentatively scheduled for June 21. "The meaningful financial risks and limitations conditioning the spin-off powerfully incent Verizon to expeditiously seek long-distance approval in all Bell Atlantic states," Kennard said. Verizon will be able to convert that stake to Class C shares representing an 80 percent stake if within five years it receives regulatory approval to sell long-distance service in at least 50 percent of Bell Atlantic's local markets. However, that stake would not fully convert to the larger stake until Verizon won approval to offer long-distance in 95 percent of the local markets Bell Atlantic served. If Verizon cannot get approval within five years, then it would only be able to convert the Class B shares to Class A shares that would not amount to more than a 10 percent stake. "Our goal would be two years from the close of the merger is to try to have the process completed," Seidenberg said. The combined company expects to file its long-distance applications by the end of the third quarter or the beginning of the fourth quarter in Massachusetts and New Jersey followed by Pennsylvania in late 2000 or early 2001, he said. By mid-2001, it would file Virgina and Maryland and the rest by the end of that year. AT&T Corp. had argued that these steps do not sufficiently separate Verizon from Genuity and the company said it would review the FCC's decision before determining any future potential action. That could include filing suit to block the merger. << - Eric -