Category Archives: Telecom

The Centurylink Conundrum

It’s been over 4 months since I made my overtly positive 2018 EBITDA call on Centurylink (CTL), as per this February post. I estimated EBITDA guidance for 2018 around $9.25 billion whereas CTL’s actual guidance was between $8.75 billion to $8.95 billion. In my previous CTL post back in August 2017, the base case 2018 EBITDA was much closer to the mark at $8.95 billion! The reason for my $0.4 billion overshoot was an over optimistic reaction to the comments CFO Sunit Patel made earlier in the year on a possible 5%-7% margin improvement over the next 3 to 5 years. In my defense, the exhibit below comparing the cumulative margin improvement following the LVLT/TWTC merger compared to those now forecast by analysts from the CTL/LVLT merger shows how one could see more upside than indicated by guidance from the new management at CTL (i.e. the old LVLT management team after their successful reverse takeover of CTL).

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However, the LVLT/TWTC merger was a very different deal than the CTL/LVLT one. For starters, TWTC was a growing fiber based business, at both revenue and EBITDA lines, when it merged with LVLT whereas CTL is a declining one, at both revenue and EBITDA lines, with over 40% of its standalone business in legacy services.

I have rebuilt my model on the combined entity and carefully considered the top and bottom line impact of the declining legacy business on the combined CTL/LVLT projections in addition to the potential cost savings compared to those articulated by CFO Sunit Patel and new CEO Jeff Storey (I am assuming $1 billion of operating synergies compared to the guided figure of $0.85 billion). The graph below illustrates that looking at historical proforma margins on a combined business to project the future is misleading given the underlying trends at CTL, particularly the declining legacy business, and the improving margins at LVLT from the TWTC synergies.

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For the newly combined business, I estimate the old legacy business will make up approximately 25% of the new CTL’s revenue base. Historically, for the combined business, I estimate the legacy business (split 65:35 between the enterprise & consumer businesses) has been declining on average quarter on quarter by 2.5% over the past 6 quarters whereas the strategic (i.e. non-legacy) business has grown 0.5% on average. The strategic growth rate has been lower on average in recent quarters if Q1 2018 is excluded. The previous quarters poor performance could be due to the uncertainty over the merger, but the performance of the key strategic business will be an important metric to watch in future quarters (unfortunately they do not split the business out this way in their reports anymore). The forward quarter on quarter decline/growth rates for the legacy/strategic blocks are critical in determining future revenues and margins. The graph below shows the different impacts on annual revenue growth and EBITDA margins for different sets of legacy and strategic quarterly declines/increases.

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This analysis shows that the underlying business is facing the headwind of up to a 3% revenue decline in 2019 and up to 2.5% decline by 2022. As a result, underlying EBITDA margins also could be facing an annual 40 basis point decline from 2019 through 2022. This decline in underlying EBITDA margins explains an element of the difference in cumulative EBITDA margin improvement in the first graph above.

For my base scenario, I have assumed a quarterly revenue decline of 2.75% on legacy business (slightly worse that the past 6 quarter average of 2.5%) and a quarterly increase of 0.50% in strategic revenue (in line with the past 6 quarter average). I have also included an increase in EBITDA margin due to new business that the enlarged group can attract due to its larger footprint and relevance (the revenue impact is minimal as it will likely mainly be from existing clients scaling up although the margin impact could be more significant). I have sense checked the resulting revenue figures against independent projections using the new business classifications presented by the firm. The breakdown of the different cumulative impacts in my base scenario are shown below.

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These figures get to just within the 5%-7% range of margin improvement articulated by Sunit Patel with 5.3% combined improvement after the 3rd year, leaving room for further margin improvement in subsequent years. The graph below shows my base scenario revenue figures using the new classifications from CTL.

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This time around, I will not be considering an optimistic scenario but rather focusing on the downside to my base selections. Upside to my base scenarios is possible if recent revenue trends improve, as a result say of rapid 5G deployments (see this post). Upside could also come from CTL’s deep enterprise network being tempting to possible acquirers in a vertical M&A frenzy, although that sounds a bit like wishful thinking to my mind. The balance of probabilities is more likely to be on the downside in terms of revenue (although I do have confidence in CTL’s management ability to manage the various levers to hit their EBITDA targets).

For my pessimistic selections, I have assumed an accelerated quarterly revenue decline of 3% on legacy business and a flatlining quarterly change of 0% in strategic revenue (due to pressure on the enterprise business from increased software enabled competitors). These are fairly brutal assumptions. The impact of new business, particularly its impact on margins, is also assumed to be diminished compared to my base assumptions. Again, I sense checked these top-line figures by projections using the new business classifications from CTL, as below. These projections clearly show a business model under significant pressure.

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Taking all of the above factors into account, my revenue and post synergy EBITDA projections come out as per the graph below.

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On CTL’s debt, despite the issues surrounding LIBOR as a base rate for the floating debt (see this post), I am reasonably comfortable given approx. 65% of the debt is fixed. The debt load is high, at net debt to mid-point 2018 guided EBITDA of 4.2, but manageable (one area where Sunit has proven his ability is debt management!). I estimate that for every 25 basis point increase in the base floating rate (there are alternatives to LIBOR detailed in its floating credit facilities which is important given LIBOR’s likely replacement by something like SOFR, as per this article) the impact on CTL’s total debt interest rate is 8.5 basis points. Also, any significant debt repayment is not due until 2020 which gives time to ensure operating efficiencies are delivered. Of course, if the overall business model is in trouble despite achieving operational targets (e.g. software based telecom serves disrupt CTL) as per the pessimistic scenario, the debt load will become a big issue by 2020 (I still have the scars from the telecom bust)!

The key question concerning CTL in the short term is the sustainability of its dividend, given its current dividend yield of over 11.5% is amongst the highest in the S&P500. Under my base scenario, I project that the dividend is sustainable, just. It will be tight particularly when CTL will want to be demonstrate continued progress on deleveraging year on year. Under my pessimistic scenario, I assume a 50% dividend cut in 2019 would be required.

My valuation for CTL under my base and pessimistic scenarios is $18 and $10 respectively. Given the stock currently trades around $18, the market is indicating a belief in the new management team and its guidance. I have a high degree of confidence in current management and their ability to navigate the integration of CTL/LVLT and the challenges ahead in telecomland. However, the dividend sustainability issue will not be resolved until we see the quarterly progress over the next few quarters. Well into 2019 would be my guess.

It’s also likely that markets will be increasingly volatile over the next 12 months (eh, the market seems to be waking up to the folly of Mr Trump’s trade war this morning). Highly indebted firms will likely be battered as we get deeper into a tighter monetary environment, particularly those without topline growth. Any dividend cut will hit the stock heavily. I would not be surprised if the stock fell as low as $6 following a 50% cut. Given the juicy dividend yield will provide the cashflow, buying options seem a sensible means of protecting against such a downside. Ultimately, I have high hopes for CTL but this one is not for the faint hearted. It’s a risky stock, as the dividend yield implies, in an increasingly unbalanced market and it has to execute flawlessly over the coming quarters to justify the risk.

5G: Telecom Hype or Saviour

John Legere of T-Mobile is a canny operator and knows how to play the sycophant to Trump’s nationalist instincts in touting the ability of a combined T-Mobile & Sprint to invest in a super-charged 5G roll out, as per this presentation, playing the job creation and beat the Chinese technological advancement cards. Legere cites an Analysys Mason report commissioned by the US industry lobby group CTIA to back up such claims which in turn cites an Accenture report from 2017 on 5G in the US which claims that “telecom operators are expected to invest approximately $275 billion in infrastructure, which could create up to 3 million jobs and boost GDP by $500 billion”. In 2016, the European Commission in this report stated that 5G “investments of approximately €56.6 billion will be likely to create 2.3 million jobs in Europe”. An IHS Markit 2017 report commissioned by Qualcomm claims that in 2035, “5G will enable $12.3 trillion of global economic output” and “the global 5G value chain will generate $3.5 trillion in output and support 22 million jobs” on the basis that “the global 5G value chain will invest an average of $200 billion annually”.

These are fantastical figures. Many assumptions go into their computation including the availability, range and cost of spectrum plus infrastructure spend and policy in relation to streamlining procedures and fee structures for the deployment of the small shoe-box cell sites (between 10 to 100 more antenna are required for 5G than current networks). Larger issues such as privacy and security also need to be addressed before we enter a world of ubiquitous ultra-reliable low latency networks as envisaged by the reports referenced above. Those of us who lived through, and barely survived, the telecom boom of the late 1990s can be forgiven for having a jaundice view of a new technology saving the telecom industry. This blog illustrates some of the challenges facing the wired telecom sector and the graph below shows the pressures that the US mobile players are under in terms of recent trends in service revenues.

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The mobile service revenues trends are remarkably similar to those in the enterprise and wholesale space. The graph above also shows the rationale for the T-Mobile/Sprint merger in terms of size as well as the impact of T-Mobile’s aggressive pricing strategy. All these trends are in the context of the insatiable increase in bandwidth traffic, as illustrated by the IP figures from Cisco below.

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This report from 2017 by Oliver Wyman is one of the better ones and contains some illuminating context for the 5G era. It shows that in Europe despite a 40% annual increase in mobile subscribers and a 36% annual increase in European IP traffic from 2006 to 2016, mobile service revenue and total telecom service revenue decreased by 22% and 19% respectively, as per the graphic below.

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The Oliver Wyman report concludes as follows:

“In the next five to ten years, demand in fixed-line broadband bandwidth will grow exponentially, leading to speeds that can only be supplied by FTTH/B. Mobile broadband demand will follow in parallel. Virtual reality is the “killer app” that will drive massive demand. Mobile broadband supply will begin to reach its limits, with spectral efficiency gains and additional attractive spectrum in the current bands not growing as fast as they have in the past. High-frequency beam technology in 5G will be radically new and will be able to meet future demand. At the same time, however, it will create massive mobile backhaul demand. The outcome is likely to shake the industry, leading not only to a new balance of power between mobile-only and integrated/fixed-line operators, but also to new potential revenue growth for the first time in many years.”

Another interesting graphic from the report, as below, is the historical and projected broadband usage.

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This 2017 report from Deloitte argues that “5G, across both the core and radio access network, stands to have a potentially greater impact on the overall ecosystem than any previous wireless generation”. Deloitte sees a “convergence of supply between wireline and wireless broadband, as almost all devices become connected over short-range wireless”. Deloitte concludes that “with an increasingly converged ecosystem of network and content players, an increasingly software-managed and defined physical networking space, and the demands and needs of consumers becoming complex enough that they no longer can manage individually, 5G and its associated technologies may have the power to reset the wireless landscape”.

This paper from an Infinera executive called Jon Baldry highlights the need for “improvements to the overall network infrastructure in terms of performance, features and bandwidth” to support 5G “using software-defined networking (SDN) control and network functions virtualization (NFV) will play a major role in the optimization of the network”. I came across an interesting claim that SDN and network virtualisation can reduce opex and capex by 63% and 68% respectively compared to traditional telecom networking. Baldry concludes that “these improvements will drive new fiber builds, and fiber upgrades to an ever-growing number of cell sites, creating significant opportunity for cable MSOs and other wholesale operators to capture significant share of cell backhaul and fronthaul services for 4G and 5G mobile networks”.

Whether all these investments and resulting new networks will halt the declining revenue trend for the telecom sector or merely provide a survival avenue for certain telecoms is something I have yet to be convinced about. One thing seems certain however and that is that tradition telecom models will change beyond recognition in the forthcoming 5G era.

Cloudfall

More and more business is moving to the cloud and, given the concentration of providers and their interlinkages, it’s creating security challenges. In the US, 15 cloud providers account for 70% of the market.

The National Institute of Standards and Technology (NIST) describes the cloud as a model for enabling convenient, on-demand network access to a shared pool of configurable computing resources that can be rapidly provisioned and released with minimal management effort or service provider interaction.

 A cloud solution is typically architected with multiple regions, where a region is a geographical location where users can run their resources, and is typically made up of multiple zones. All major cloud providers have multiple regions, located across the globe and within the US. For example, Rackspace has the fewest number of regions at 7 whereas Microsoft Azure has the most at 36.

The industry is projected to grow at a compound annual growth rate of 36% between 2014 and 2026, as per the graph below. Software as a service (SaaS), platform as a service (PaaS), and infrastructure as a service (IaaS) are the types of cloud services sold.

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Control of the underlying cloud infrastructure of networks, servers, operating systems, and storage is the responsibility of the cloud provider, with the user having control over the deployed applications and possibly configuration settings for the application-hosting environment.

Amazingly however, the main responsibility for protecting corporate data in the cloud lies not with the cloud provider but with the cloud customer, unless specifically agreed otherwise. Jay Heiser of Gartner commented that “we are in a cloud security transition period in which focus is shifting from the provider to the customer” and businesses “are learning that huge amounts of time spent trying to figure out if any particular cloud service provider is secure or not has virtually no payback”.

An organisation called the Cloud Security Alliance (CSA) issued its report on the security threats to the cloud.  These include the usual threats such as data breaches, denial of service (DoS), advanced persistent threats (APTs) and malicious insiders. For the cloud, add in threats including insufficient access management, insecure user interfaces (UIs) and application programming interfaces (APIs), and shared technology vulnerabilities.

Cyber security is an important issue today and many businesses, particularly larger business are turning to insurance to mitigate the risks to their organisations, as the graph below on cyber insurance take-up rates shows.

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Lloyds of London recently released an interesting report called Cloud Down that estimated the e-business interruption costs in the US arising from the sustained loss of access to a cloud service provider. The report estimates, using a standard catastrophic modelling framework from AIR, a cyber incident that takes a top 3 cloud provider offline in the US for 3-6 days would result in ground-up loss central estimates between $7-15 billion and insured losses between $1.5-3 billion. By necessity, the assumptions used in the analysis are fairly crude and basic.

Given the number of bad actors in the cyber world, particularly those who may intend to cause maximum disruption, security failings around the cloud could, in my view, result in losses of many multiples of those projected by Lloyds if several cloud providers are taken down for longer periods. And that’s scary.

CenturyLink 2018 Preview

I don’t do this often but as I am travelling this week I thought I’d give some predictions on the Q4 announcement from CenturyLink (CTL) due after market close this Valentine’s Day. As my last post on the topic in August stated, I am taking a wait and see approach on CTL to assess whether enough progress has been made on the integration and balance sheet to safeguard the dividend. Although CTL is down 15% since my last post, the history of LVLT has taught me that extracting costs from a business with (at best) flat-lining revenue will be a volatile road over the coming quarters and years. Add in high debt loads in an increasing interest rate environment and any investment into CTL, with a medium term holding horizon, must be timed to perfection in this market.

The actual results for Q4 matter little, except to see revenue trends for the combined entity, particularly as according to their last 10Q they “expect to recognize approximately $225 million in merger-related transaction costs, including investment banker and legal fees”. They will likely kitchen sink the quarter’s results. The key will be guidance for 2018 which the new management team (e.g. the old LVLT CEO and CFO) have cautioned will only be the 2018 annual range for bottom-line metrics like EBITDA and free cashflow. Although many analysts know the LVLT management’s form, it may take a while for the wider Wall Street to get away from top line trends, particularly in the rural consumer area, and to measuring CTL primarily as a next generation enterprise communication provider.

At a recent investor conference, the CFO Sunit Patel gave some further colour on their targets. Capex would be set at 16% of revenues, the target for margin expansion is 5%-7% over the next 3 to 5 years reflected cost synergies coming into effect faster than previously indicated, and they will refocus the consumer business on higher speeds “more surgically [in terms of return on capital] in areas that have higher population densities, better socioeconomic demographics, better coexistence with businesses and where wireless infrastructure might be needed”. Based upon these targets and assuming average LIBOR of 3% and 4% for 2018 and 2019 respectively plus a flat-line annual revenue for the next 3 years (although a better revenue mix emerges), I estimate a valuation between $20 to $25 per share is justified, albeit with a lot of execution risk on achieving Sunit’s targets.

On guidance for 2018, I am hoping for EBITDA guidance around $9.25 billion and capex of $4 billion. I would be disappointed in EBITDA guidance with a lower mid-point (as would the market in my view). I also estimate cash interest expense of $2.25-$2.5 billion on net debt of $36-$36.5 billion. Dividend costs for the year should be about $2.35 billion.

Wednesday’s result will be interesting, particularly the market’s assessment of the plausibility of management’s targets for this high dividend yielding stock. There is plenty of time for this story to unfold over the coming quarters. For CTL and their people, I hope it’s not a Valentine’s Day massacre.

Follow-up after results:

I am still going through the actual results released on the 14th of February but my initial reaction is that the 2018 EBITDA guidance is a lot lower than I expected. Based upon proforma 2017 EBITDA margin of 36.1%, I factored in a more rapid margin improvement for 2018 to get to the EBITDA figure of $9.25 billion than the approximate 80 basis point improvement implied in the 2018 guidance to get to the mid-point of $8.85 billion. In response to an analyst’s question on the 5%-7% margin improvement expected over the next 3 to 5 years, Sunit responded as follows:

On the EBITDA margin, to your question, I think, in general, we continue to expect to see the EBITDA margin expand nicely over the next 3 to 5 years. I think we said even at the time of the announcement that with synergies and everything pro forma, we should be north of 40% plus EBITDA margins over the next few years and we continue to feel quite confident and comfortable with that. So I think you will see the margin expansion in terms of the basis points that you described.

I will go through the figures (and maybe the 10K) to revise my estimates and post my conclusion in the near future.

CenturyLink levelled

It’s been over 6 months since I last posted on the upcoming merger of Level 3 (LVLT) and Centurylink (CTL). Since then, LVLT’s CEO Jeff Storey has been named COO of the combined entity and CEO from January 2019, after a gentle push from activist investor Keith Meister of Corvex Management (here is an article on their latest position), effectively meaning the merger is an operational LVLT takeover of CTL. In June, CTL also got hit by a lawsuit from an ex-employer alleging a high-pressure sales culture which ripped customers off (an avalanche of class action suits followed). And, potentially more damaging, the recent results of CTL continue to point to deteriorating trends in the legacy part of their business and lackluster growth on the strategic part of the business. CTL missed their quarterly estimates again in the most recent quarter, the third miss in a row.

Picking up on my recent telecom industry post, the sector will struggle in the short term to find top line growth before the full impact of new “digital lifestyle” opportunities emerge. The figures below for enterprise, including public sector, and wholesale revenues for some of the biggest US players (which have been adjusted judgmentally for items such as the impact of the XO acquisition on Verizon’s revenues and the ever-changing classifications and reclassifications that telecom’s love) illustrate the current struggle in getting newer IP enabled services to fully compensate for declining legacy revenues.

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These figures imply average quarterly declines since 2014 of -0.3% and -1.2% for enterprise and wholesale business respectively. However, the trend has been getting worse. The average quarterly change was 0.2% and -1.1% for enterprise and wholesale business respectively from 2014 to 2015. Since 2016, the average quarterly change is -0.9% and -1.3% for enterprise and wholesale respectively. Not exactly a cheery trend when contemplating the prospects of a merged CTL/LVLT!

As can be seen below, the share price of LVLT and deal implied price have converged, particularly as CTL’s dividends get paid, albeit with a sharply downward bias in recent weeks over worries about dividend sustainability, valuation, sector trends, lawsuits and uncertainty over the closing date of the merger (a delay by California, the last State approval needed, may mean the end of September deadline is missed).

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My estimates for a standalone LVLT compared to analyst figures and those presented by LVLT management in the S4 (figures presented for merger negotiations are generally on the optimistic side) are below. Even factoring in higher interest rates (about 40% of LVLT’s debt is floating) over the coming years, I am comfortable with a standalone share price around the current mid-50’s, in the unlikely event the merger falls apart.

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To recap on my confidence in the ability of LVLT’s current management team to deliver, the results of the last merger between LVLT and TWTC show that management delivered a 40% uplift in the amount of free cashflow (e.g. EBITDA less capex) on flat revenues from 2014 to 2017 (e.g. combined FCF of both entities in the year prior to the merger to actual H1 results and my estimates for H2 2017). Some of my many previous posts on LVLT are here, here and here. Such a repeat in FCF in the CLT/LVLT merger is not a realistic expectation given the larger scale and different business mix, as the analysis below illustrates. Of course, the flat revenues over the past 3 years is a key concern (but worthy of praise given the industry trends highlighted above) and one of the catalysts for the CLT deal. Also, the health of designate CEO Jeff Storey may also be a factor over the next few years given his heart issues a few year ago.

My knowledge of CTL’s business is not as deep as that of LVLT’s and my confidence in their prospects on a standalone basis is nowhere near as lofty. My projections, split over a conservative base scenario and a more conservative low business scenario, can be seen below. My projections are primarily based upon the more recent trends in their business lines across their legacy and strategic enterprise and consumer businesses. The vast variance in my estimates, based upon recent trends, and those presented by management in the S4 (again, acknowledging that these are generally optimistic) illustrates why the market has lost such confidence in the outgoing management team at CTL, in my opinion.

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In terms of trying to model the merged CTL/LVLT, I have assumed the deal closes by the end of 2017 with 2018 being the first year of the merged entity. I have made a number of judgmental adjustments in my model, including assuming some loss of revenue due to the merger and cost reductions above published target synergies (e.g. $1 billion of operating synergies by end 2020 and $150 million of capex synergies by end 2019, higher than the announced target savings of $850 million and $125 million for opex and capex respectively). I have taken analyst estimates as an optimistic case (in CTL’s case I have taken their EBITDA estimates but still can’t get anywhere near their revenue figures) and called it the high scenario. My two projections above are used for the base and low scenarios. The resulting operating metrics for each scenario is shown below.

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The high scenario shows revenues flat-lining slightly above $24 billion for 2018 and 2019 with top-line growth returning in 2020 (YoY above 2.5%). EBITDA margins hit 40% by 2019 and remain stable around 40% thereafter. Capex is assumed to hit 15.5% of revenues by 2019 and remain at that percentage thereafter. This scenario assumes that management will be able to generate an approximate 30% uplift in the amount of free cashflow (e.g. EBITDA less capex) from 2017 (e.g. combined FCF of both entities in the year prior to the merger) to FY 2020.

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The base scenario shows revenues flat-lining around $23.5 billion for 2018 through 2020 with top-line growth returning in 2021 (YoY just below 2%). EBITDA margins hit 40% by 2019 and slowly trend down toward 39% thereafter. Capex is again assumed to hit 15.5% of revenues by 2019 and remain at that percentage thereafter. This scenario assumes that management will be able to generate an approximate 22% uplift in the amount of free cashflow (e.g. EBITDA less capex) from 2017 (e.g. combined FCF of both entities in the year prior to the merger) to FY 2020.

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The low scenario shows revenues around $23.5 billion for 2018 and drifting down to $23 billion before slowly hitting $23.5 billion again by 2022. Thereafter revenue growth builds slowly from 1.5% to 2.5% by 2027. EBITDA margins hit 39.5% by 2019 and slowly trend down toward 38.5% thereafter. Capex is again assumed to hit 15.5% of revenues by 2019 and remain at that percentage thereafter. This scenario assumes that management will be able to generate an approximate 18% uplift in the amount of free cashflow (e.g. EBITDA less capex) from 2017 (e.g. combined FCF of both entities in the year prior to the merger) to FY 2020.

I also assume the merged entity will carry $38 billion of debt from the offset (resulting from merger expenses, the cash payout to LVLT shareholders, and existing debts from both firms, after factoring any proceeds from recent CTL divestitures). I estimate that only 30% of this debt load is subject to a floating rate. In all scenarios, I assume the LIBOR rate linked to the floating rate increases incrementally by 275 basis points over the next 3 years (the current 12 month US rate is about 175 basis points). With a net debt to EBITDA ratio of approximately 3.8 at the end of 2018 across all scenarios, I believe that getting that ratio below 3 within 4 years by 2021, at the latest, will be a primary objective of the new management team. That would only be prudent in my view given the likely tightening monetary environment over the next few years which will punish valuations of corporates with high debt levels. Also, management will want to remain flexible if higher capex is needed to compete in new technologies for the IoT and digital lifestyle era (see recent sector post). I haven’t factored in an upside from LVLT’s CFO Sunit Patel proven ability to actively manage debt rates and maturities (his ability is highlighted by the fact that LVLT’s fixed debt costs 5.5% compared to CTL’s admittingly much larger fixed debt costing 6.8%)

That leads to the thorny question of the sustainability of the annual dividend of $2.16 per share (particularly given that share count will double, amounting to $2.3 billion per year). Under the high scenario, maintaining the current dividend and getting the net debt multiple below 3 by 2021 is doable if a little tight (primarily due to the cashflow benefits of LVLT’s NOLs). For both of the base and low scenarios maintaining the current dividend level is not realistic in my view, with a cut in the dividend to $1.30 and $1.00 needed in each scenario respectively (a 40% and a 55% cut). The current dividend yield on CTL is over 10%. Each of the cuts above would reduce that yield to approximately 6% and 5% for the base and low scenarios respectively based upon the current share price. Addressing the uncertainty over the dividend should be one of the priorities of the new management (and may even result in Jeff Storey’s move to the CEO position ahead of the planned January 2019 date).

Finally, before I reveal my per share valuations, I haven’t given any consideration to the financial impact of the current legal cases on alleged aggressive sales tactics as the level of current detail makes any such estimate impossible. Some of the class action cases claim anything from $600 million to $12 billion but these claims are always bloated and the eventual settlement figure, if there even is one, are often for a lot less than that claimed. Nor have I considered the potential impact of a spin-off of the consumer business (that’s for another time!).

So, based upon the analysis outlined in this post and using a discount rate of 8.5%, my valuation estimates for each of the three scenarios are below.

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The market’s current valuation of CTL around $20 indicates scenario 3 as the current expectation. This emphasizes the need to address the uncertainty over future dividend levels and the validity of the legal cases. Uncertainty over the closing date of the deal is overblown, in my view, and a few months of delay will not prove material. I do think the current valuation is harsh, given the potential upsides from the deal and longer-term industry trends. Interestingly, my base scenario valuation of £31 is not too far off the value of $34.75 by BofA Merrill Lynch and Morgan Stanley in the S4 (see this post on the S4). The base scenario is the one I would have the most confidence in, based upon my current knowledge, rather than the high scenario of $43 which does look too optimistic to me given current market trends.

I was never going to reinvest the cash component of the deal for LVLT shareholders given my current reservations about market valuations and move to cash across my portfolio. The analysis presented in this post indicates to me that the CTL shares due from the deal for LVLT shareholders are worth holding from a valuation perspective. For now.

For new investors, I’d wait to see how some of the uncertainties play out, particularly the dividend issue.