To: Pierre who wrote (106449 ) 10/8/2001 12:03:44 PM From: pcstel Respond to of 152472 <OT> Am I correct in assuming that your enthusiasm for LWIN is predicated on the Nextwave / LWIN tie up, or do you see LWIN having value at these prices as currently configured? As always, thanks. Yes, or at least a take over by someone. The best case for LWIN is Nextwave gets to keep their D,E,F Blocks. The first thing that should become obvious... In that situation leaves Nextwave with only 10 Mhz in each of their D,E,Fmarkets. You are not going to be a "Carrier's Carrier" with only 10Mhz. So that would leave Nextwave to adopt to a business plan centered more as a "conventional operator". If they are going to survive. Then they would need LWIN to achieve the scale that is required. On the other hand...If you think I am the only one who has all these wireless operators coverage areas mapped out in Photoshop so that I can easily overlay various operators in an instant. Then you are fooling yourself. An operator consisting of D,E,F Block Nextwave w/ LWIN would present the fourth "national" Wireless Operator.. The other larger operators would also understand the importance of trying to keep Nextwave from obtaining that scale of operations. So LWIN could become a target for them also... That's why the Nextwave proceeding are so important to LWIN. IMO. And consolidation continues: (from SkipLarsen Yahoo) SOURCE: AT&T Wireless AT&T Wireless To Acquire TeleCorp PCS Twenty Percent Expansion of Footprint Includes 16 of Top 100 U.S. Markets REDMOND, Wash. & ARLINGTON, Va.--(BUSINESS WIRE)--Oct. 8, 2001--AT&T Wireless (NYSE:AWE - news) announced today that it will acquire TeleCorp PCS (Nasdaq:TLCP - news) in an all-stock transaction valued at $4.7 billion. AT&T Wireless will acquire the 77 percent of the company it does not already own for $2.4 billion and assume $2.1 billion in net debt and approximately $221 million in preferred securities. The boards of directors of both companies have approved the transaction and TeleCorp PCS shareowners representing a majority of the voting power have committed to vote in favor of the acquisition. AT&T Wireless said it will offer TeleCorp PCS shareowners 0.9 shares of AT&T Wireless common stock for each share of TeleCorp PCS common stock. This represents a premium of 19 percent based on the average of the closing prices for the past 30 trading days for TeleCorp PCS common stock. AT&T Wireless, which currently owns 23 percent of TeleCorp PCS, will issue approximately 146 million additional common shares to acquire the remaining outstanding TeleCorp PCS common shares. Following the close of the acquisition, AT&T Wireless would have approximately 2.68 billion common shares outstanding. The transaction is structured to be tax-free to TeleCorp PCS shareowners. ``Strategically, this is the single most important move we could make to enhance long-term shareowner value,'' said AT&T Wireless Chairman and CEO John D. Zeglis. ``We're set to quickly roll out AT&T Wireless-branded services to 32 million more people across 14 states. That includes 16 of the top 100 U.S. markets, eight of the top 50 markets and more than 900,000 existing TeleCorp customers. Soon, we will be offering millions of potential new customers a full array of AT&T Wireless' popular local, regional and national offers. <snip&> `We are very proud of everything TeleCorp has accomplished over the last several years,'' said TeleCorp CEO Jerry Vento. ``The company has just completed a very successful third quarter, reporting total subscribers of more than 914,000. ``AT&T Wireless is a well-managed company with a very strong balance sheet, and we believe its shares are currently undervalued,'' he added. ``We believe this transaction is in the best interests of the shareholders of both companies.'' Both companies said they expect the transaction to close in the first half of 2002, following approval from Telecorp PCS shareowners and approvals from the Federal Communications Commission and Department of Justice. The companies do not anticipate significant regulatory issues given that the proposed transaction will result in a minimal overlap of markets. AT&T Wireless will be adding markets covering a population of about 32 million in 14 states -- primarily in the Southeast and Midwest including such markets as New Orleans, Nashville, Memphis and Louisville -- as well as the commonwealth of Puerto Rico. The company said it will be paying approximately $154 per licensed POP or $180 per covered POP. This compares favorably to AT&T Wireless' current valuation of $182 per licensed POP and $237 per covered POP LWIN currently has approx. 50 million licensed POP's (minus Nextwave wins under contest) 73.5 Million POP's with Nextwave wins. At $154 per POP that is 7.7 Billion, and 11.3 Billion respectively. 20 Million covered POP's at $180 per covered pop would result in 3.6 Billion valuation. LWIN 1.5 Billion in Debt, 500 million in Cash. Market Cap. 537 Million. PCSTEL