To: Stoctrash who wrote (27907 ) 1/9/1998 4:13:00 PM From: DiViT Respond to of 50808
Sony, NextLevel/GI Team in $187.5 Million Deal; TCI Searches for 'Third Leg' to Purchase Order 01/12/98 Video Competition Report Copyright (c) 1998 Telecommunications Reports International, Inc. Sony Corp.'s plan to pay $187.5 million for about 5% of NextLevel Systems, Inc., is part of a strategic alliance to combine digital video technologies. The primary objective for Sony is to increase its now-shaky presence in the clubby ranks of the cable TV equipment supply business just as billions of dollars in digital equipment orders start rolling in. For NextLevel, which plans to change its name back to the more familiar General Instruments Corp. in early February, the deal conversely could increase its panache in consumer markets where cable modems and set-top terminals soon are expected to flourish. Under terms of the deal, Sony would pay $25 per share for 7.5 million shares of NextLevel common stock. The companies said they would develop products ranging from high-definition television (HDTV) equipment to digital cable TV components, including advanced digital set-top terminals. A Sony spokesman said the company hoped to combine its "Home Network" architecture into NextLevel's digital set-top boxes. He said the Home Network software acts as a combination operating system and "network interface unit," which distributes various digital traffic from a central unit to devices throughout a home. "We want to become more of a factor in the universe of digital set-top boxes," he said. Edward D. Breen, NextLevel chairman and chief executive officer, said Sony's "expertise in digital consumer electronics and its strong retail brand" will complement GI's position as a major cable TV industry presence. Yukio Kubota, deputy president of Sony's new Digital Network Solutions Co., said Sony was "particularly enthusiastic about the impact that digital television will have on our convergence strategy." NextLevel just signed a deal valued at more than $4.5 billion to supply 15 million digital set-tops to Tele- Communications, Inc.'s "Headend in the Sky" (HITS) unit, and several other cable TV operators. The Sony spokesman, however, said discussions between Sony and NextLevel/GI began before that announcement. He described the deal as a "preliminary agreement" still subject to the signing of a definitive agreement. One key factor still undecided is how to brand digital video products that emerge from the Sony-NextLevel/GI partnership. The Sony spokesman confirmed that branding was among key points being negotiated as parties move toward a definitive agreement. Meanwhile, TCI was the dominant purchaser in NextLevel's 15-million set-top deal, agreeing to buy 6.5 million to 11.9 million of NextLevel's advanced digital set-top terminals over the next three to five years. The deal still had yet to become a "definitive agreement" by VCR's news deadline last week; a TCI spokeswoman described the current arrangement as a "letter of intent." She declined to reveal the deal's value or list other HITS affiliates involved. "What we have is a housing agreement. We still have a lot of furniture to buy," she said. TCI Chairman John Malone said during a recent conference call with reporters that the HITS affiliate expected "in the not-too-distant future" to sign another major equipment deal as a "third leg of the stool." Mr. Malone said discussions were under way for another deal that would create a "second source" for digital set-top boxes. He said NextLevel "has great technology. . .but it doesn't hurt to have more technology." TCI reportedly has been talking to NextLevel/GI rival Scientific-Atlanta, Inc., for set-tops, and to various microchip makers for internal components. S-A wasn't available to comment by VCR's news deadline last week. In addition, persistent rumors that Microsoft Corp. is on the verge of making a $1 billion investment in TCI again have cropped up in the last two weeks. Microsoft recently made such an investment in Comcast Corp., and has been rumored to be talking to U S WEST Media Group, Inc.'s MediaOne unit. Under terms of the set-top agreement, GI would acquire HITS' digital authorization business from TCI's National Digital Television Center in exchange for a 10% equity interest in GI. As a result, GI would offer HITS authorization services to cable TV operators. Digital authorization is the mechanism by which set-tops are activated and deactivated in the home, a TCI spokeswoman explained. According to GI, putting those functions in its hands would give cable TV operators "a secure platform to support widespread digital deployment." HITS, therefore, would retain control over all programming, digital compression, uplinking, and other aspects of the business. In addition, GI would grant nine unnamed HITS affiliates service warrants amounting to roughly a 16% interest in GI, with each HITS affiliate taking a stake "proportional to the number of devices ordered by each organization." GI would offer equity to HITS affiliates at $15 per share. The warrants, however, would be valid only regarding set-top orders shipped between 1998 and the year 2000, GI noted.