"ATT/TCI: Taking a close look"
C E D M A G A Z I N E
By Fred Dawson, Contributing Editor
e-mail: dawson@albany.net
AT&T's decision to purchase Tele-Communications Inc. no doubt will add clout to the
cable industry's efforts to drive HFC technology development, but it remains to be seen
whether the deal becomes a force for cohesion or upheaval as the industry pursues
deployment of advanced services. The two-sided nature of the potential impact the
AT&T/TCI deal might have on the cable industry was largely lost in the initial press
coverage and commentary surrounding the blockbuster announcement on June 24.
Booming cable stocks and MSO-issued press releases lauding the deal's endorsement of
the industry's hybrid fiber/coax agenda obscured a wave of uncertainty that swept
through senior ranks as leaders pondered whether the new player on the block would
turn out to be friend or foe.
"There's a lot to swallow here," noted one cable COO, asking not to be named. "Nobody
knows what they're going to be proposing to the rest of us, or what the action points will
be if we don't like the deal."
Underlying this wariness was the fact that AT&T CEO Michael Armstrong cast the TCI takeover as
but a step, though a big one,
toward achieving the overarching goal of making his company's services ubiquitously available in
the local access marketplace.
"We're committed to reaching 100 percent of U.S. households," Armstrong said in an interview.
"To get to the other two-thirds of
America, we'll be looking at investing in joint ventures and other types of affiliations, as well as use
of our own facilities."
AT&T has come to a realization it must control the facilities, as opposed to being at the mercy of
transport suppliers as a service
reseller, Armstrong said.
"You have to control the architecture if you're going to control the interface protocols and the
standards you want to use in
delivering service features, and if you're going to have control over costs," he said.
Notwithstanding Armstrong's reference to having two-thirds of the country left to account for in
future dealings, the proposed
$48-billion deal, if consummated, would assure AT&T of access to only 16 percent of the nation's
households, which is the 16
million passed by networks owned by TCI.
While AT&T and TCI executives repeatedly talked in terms of reaching 33 million households, or
one-third of the country,
through the deal, the additional 17 million they were counting comprise the homes passed by cable
companies affiliated with TCI
in cluster sharing arrangements where the majority owners of those clusters, not TCI, would make
the decision of whether or not
to affiliate with the new AT&T Consumer Services unit that TCI is to be folded into.
TCI COO Leo Hindery acknowledged that nothing was solid beyond the 16-million home base that
his company brought to the
deal. "There's not an agreement in place that would compel any affiliate to participate," Hindery
said. Instead, he added, the new
company's expectations of initial reach were founded on its belief that "what we're talking about is
so compelling for operators as
a whole, they'll find participation attractive whether they do so in a vendor/supplier relationship or
other ways."
Hindery said he had received nothing but positive feedback in a round of calls to all the top cable
leaders the night before the
announcement. "They were just thrilled," he said. But widescale reticence on the part of these
leaders attested more to
uncertainty than to excitement. "We're just not going to speculate on what this means at this point,
though clearly, the
announcement is a ringing endorsement for cable's ability to deliver new services," said a senior
executive at one MSO, speaking
on background. However, this executive added, "If we're one of the affiliates TCI and AT&T are
counting as part of their
footprint in areas where we're partnered with TCI, they are way ahead of themselves."
"We like what we see so far," said an executive at another top-10 MSO that holds the
decision-making power in one of those
cluster markets. "But we were as surprised by this deal as everyone else and certainly haven't had
any chance to talk about the
terms of any involvement we might have."
MSOs generally expressed a willingness to look at AT&T's ideas. For example, Time Warner Cable
was said to be "supportive"
of the TCI/AT&T deal and "open to alliances." But it was hard to discern any feelings of urgency
toward consummating deals
among the top companies.
"Quite frankly, the BS machine is operating overtime when it comes to talking about all these
wonderful services flooding
through our networks," said another industry executive, again declining to be identified. "How we
go about putting all these
pieces together and making the vision a reality is something we'll be working through for some time
to come."
From the inside
Further adding to industry wariness was a background of long-running discussions top leaders
had had with Armstrong and his
lieutenants over the past year, during which many executives on the cable side were unwilling to
accept the terms AT&T offered
for partnering in the delivery of voice and other telecommunications services over HFC data links.
In fact, sources said,
Armstrong's inability to sell industry leaders on his latest offer at the NCTA convention in early
May was what led him to
conclude that the only way to make a cable strategy work was from the inside as a major MSO.
Now cable operators must decide whether to cut the deal Armstrong puts on the table or face
competition from the new AT&T
Consumer unit as it moves to exploit other means of entry into non-affiliated markets. While
AT&T's pursuit of fixed wireless
access as an alternative to HFC in gaining facilities-based entry has been panned in many press
accounts, executives at the June
24 announcement made clear this option is alive and well.
"These guys (AT&T) are working on a wireless local loop system that delivers high-speed data
and four lines of IP telephony on
an affordable basis," said TCI CEO John Malone, noting that AT&T has already obtained a license
for the technology from the
FCC. "They're probably 18 months away from being able to use this technology to take care of
markets where they don't have
access by cable."
Armstrong acknowledged the WLL strategy, which has undergone one round of testing in
Chicago, is a key to the company's
local access strategy. "WLL will be part of it," he said. "We'll begin market trials next year and start
rolling it out the following
year."
While bandwidth over the WLL platform would not be sufficient to deliver the video component of
the cable service package, it
would put the new TCI in a position to break the long-standing de facto non-compete pact in cable
with respect to delivering
high-speed data services in those markets where cable operators might not want to play ball.
Moreover, the 18-month
development timeframe cited by Malone would not appear to be a liability in AT&T's strategy,
because, by most accounts, that's
how long it will take before packet telephony, the mode of entry endorsed by AT&T and many in
cable, achieves performance
parity with today's circuit-switched services.
DSL options
In addition, an unspoken but potentially appealing option for AT&T in the emerging integrated
data services marketplace is the
telco DSL (digital subscriber line) platform. While use of "unbundled" local loop under the new
telecom regulations is not quite
tantamount to full facilities ownership, it's a far cry from the resale paradigm that has been the point
of AT&T's frustration in its
local service efforts to date. The new regulatory regime affords new entrants the option of owning
their own DSL facilities and
co-locating them at telco central offices, thereby eliminating control of the telcos over the
provisioning of data services.
This is precisely the opportunity cable data service provider @Home Network Inc. has seized on in
moving to expand the reach
of its @Work commercial services unit beyond its affiliated base of HFC networks. In early July,
@Work became the first
cable-backed entity to take advantage of this option in a deal calling for use of SDSL (symmetrical
DSL) links to be supplied
nationwide by start-up NorthPoint Communications Inc.
"Our optimum transport medium is HFC," said Eric van Miltenburg, director of business operations
for @Work. "But, while
@Home has more than a dozen affiliates on the consumer side, we only have three on the
commercial services side." He cited
New York, Boston, Washington, D.C. and Los Angeles as cities, among many others not named,
where SDSL will make widescale
commercial access possible for @Work. "We don't have an opportunity to leverage HFC in these
areas," he said.
NorthPoint, now operating in the Bay Area and Los Angeles with plans to launch in seven to 10
more Tier One markets before
the year is out, also offers @Work reach it lacks in its affiliation with Teleport Communications
Group, the nation's largest
competitive local exchange carrier which is soon to become a unit of AT&T.
"We're using TCG largely to deliver services over traditional T-1 and fractional T-3 connections,
but, as TCG's management has
acknowledged, TCG hasn't had a sharp DSL focus, and so doesn't give us the reach we need to get
to the smaller businesses,"
van Miltenburg noted. While the plans to purchase access transport over NorthPoint's SDSL
facilities were formulated prior to
announcement of AT&T's agreement to acquire TCI, @Work worked closely with TCG and "gave
them a heads up" on the move,
he added.
Like HFC, DSL connections open a means of delivering packetized voice services, which is
something @Work is likely to do
along with most other high-speed data suppliers sometime over the next two years or so, said Don
Hutchison, senior vice
president and general manager of @Work. NorthPoint President and CEO Michael Malaga noted
that by optimizing its regional
network architecture for delivery of IP (Internet Protocol) services, the company has made its
facilities "IP voice ready," leaving it
up to @Work and other data service providers to decide when they'll get into the voice services
business.
Officials stressed the deal, which includes a small equity stake in the San Francisco-based startup,
was undertaken not to
compete with cable but to give @Work the broad-based access it needs to the business
community. Nonetheless, with cable
companies of every description moving to target businesses with high-speed data capabilities,
there was little reason to doubt
that @Work would find itself competing with non-affiliated cable companies for commercial
accounts as NorthPoint deploys its
SDSL facilities across the country.
In this sense, @Home, in which AT&T will be the largest shareholder with a 39 percent stake if the
TCI deal goes through, offers
a glimpse at the new dynamics that might prevail in the aftermath of the acquisition. @Home, now
holding affiliate agreements
with MSOs representing 50 percent of homes passed in North America, could become a major force
in AT&T's efforts to bring
cable partners into its IP telephony fold, or it could become a threat to those companies who
choose not to extend the affiliation
in this direction.
One bellwether as to future directions might be the outcome of ongoing discussions between
@Home and the other leading
cable data entity, the Road Runner joint venture between Time Warner and MediaOne Group.
Hindery said he would like to see
merger discussions renewed, which were called off in the spring in favor of simply pursuing
technical integration. "I'd strongly
encourage (such a merger)," he said. "I just haven't had time to pursue it."
Integration
However it is done, tight integration of cable's backbone networks and regional data centers has
been a high-profile goal of
industry strategists since last summer, when the Cable Television Laboratories executive board
created a task force to achieve
the goal under the leadership of Time Warner Cable CEO Joseph Collins. Such linkage, going
beyond simple packet exchanges or
"peering," would ensure compatibility across multiple protocol layers, affecting how services are
provisioned, managed and
billed, as well as the way traffic is handled.
Interests on the Road Runner side did not react warmly to Hindery's enthusiasm for a full merger.
An executive close to the Time
Warner/MediaOne Road Runner affiliation suggested a deal, if feasible at all, would be hard
wrought and certainly no easier to
achieve than it was when the earlier talks were terminated.
"Obviously, there would have to be a lot of heavy lifting to get a deal done at this point," the
official said, noting that Road
Runner has gained significant strength in the wake of $212.5-million investments from Microsoft
Corp. and Compaq Computer
Corp. "Leo should have learned by now that the worst thing you can do is talk about dealmaking in
public before there's an
agreement."
But data network integration, whether by merger or affiliation, now appears to represent the
industry's best shot at preventing a
splintering into competing forces on the all-important data side of the business, where network
support for IP telephony
represents an opening into a vast range of advanced services over the broadband platform. With
@Work moving into Road
Runner territory via NorthPoint's DSL facilities, it's hard to imagine Road Runner strategists will
confine themselves to their
affiliated HFC markets as pursuit of advanced service opportunities becomes top priority, unless
there's an integration agreement
between the two forces that sets de facto boundaries on each others' turfs.
"Time Warner is a content company, which gives us a somewhat different perspective on where the
opportunities lie than might
be the case for a more facilities-based service company like AT&T," said a Time Warner executive,
speaking on background.
"We're very happy with the position we're in."
Telco alliances
With Armstrong affirming intentions to proceed with deployment of other facilities-based
strategies in markets where it doesn't
have cable access, cable companies not willing to cut a deal may well go looking for their own big
telco alliances, said Merrill
Lynch First Vice President Jessica Reif Cohen in a report issued after the AT&T/TCI
announcement.
"Rapid consolidation is a likely outcome over the next year or so as MSOs will seek to dramatically
increase their scale in hopes
of attracting a major suitor," Cohen said. Some MSOs, such as MediaOne, are already large enough
to attract such players, she
added.
Armstrong and Malone readily attested to feeling such urgencies in agreeing to do their deal.
"Time was closing in on us," Armstrong said, in reference to his company's need to achieve
broadband facilities-based access to
the local marketplace.
"It was clear that, to implement (TCI's full service) strategy, we were going to need a powerful
company to help us do this," said
Malone.
A comparable sense of urgency was hard to discern in the taciturn to non-existent comments of
MSO executives outside the
AT&T/TCI camp. But it could quickly prove to be catching.
AT&T/TCI: Taking a close look (Will the deal be a force for creation or destruction in the cable
industry?)
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