Tag Archives: Level 3

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.

Telecoms’ troubles

The telecom industry is in a funk. S&P recently said that their “global 2017 base-case forecast is for flat revenues” and other analysts are predicting little growth in traditional telecom’s top line over the coming years across most developed markets. This recent post shows that wireless revenue by the largest US firms has basically flatlined with growth of only 1% from 2015 to 2016. Cord cutting in favour of wireless has long been a feature of incumbent wireline firms but now wireless carrier’s lunch is increasingly being eaten by disruptive new players such as Facebook’s messenger, Apple’s FaceTime, Googles’ Hangouts, Skype, Tencent’s QQ or WeChat, and WhatsApp. These competitors are called over the top (OTT) providers and they use IP networks to provide communications (e.g. voice & SMS), content (e.g. video) and cloud-based (e.g. compute and storage) offerings. The telecom industry is walking a fine line between enabling these competitors whilst protecting their traditional businesses.

The graph below from a recent TeleGeography report provides an illustration of what has happened in the international long-distance business.

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A recent McKinsey article predicts that in an aggressive scenario the share of messaging, fixed voice, and mobile voice revenue provided by OTT players could be within the ranges as per the graph below by 2018.

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Before the rapid rise of the OTT player, it was expected that telecoms could recover the loss of revenue from traditional services through increased data traffic over IP networks. Global IP traffic has exploded from 26 exabytes per annum in 2005 to 1.2 zettabytes in 2016 and is projected to grow, by the latest Cisco estimates here, at a CAGR of 24% to 2012. See this previous post on the ever-expanding metrics used for IP traffic (for reference, gigabyte/terabyte/petabyte/exabyte/zettabyte/yottabyte is a kilobyte to the power of 3, 4, 5, 6, 7 and 8 respectively).

According to the 2017 OTT Video Services Study conducted by Level 3 Communications, viewership of OTT video services, including Netflix, Hulu and Amazon Prime, will overtake traditional broadcast TV within the next five years, impacting cable firms and traditional telecom’s TV services alike. With OTT players eating telecom’s lunch, Ovum estimate a drop in spending on traditional communication services by a third over the next ten years.

Telecom and cable operators have long complained of unfair treatment given their investments in upgrading networks to handle the vast increase in data created by the very OTT players that are cannibalizing their revenue. For example, Netflix is estimated to consume as much as a third of total network bandwidth in the U.S. during peak times. Notwithstanding their growth, it’s important to see these OTT players as customers of the traditional telecoms as well as competitors and increasingly telecoms are coming to understand that they need to change and digitalise their business models to embrace new opportunities. The graphic below, not to scale, on changing usage trends illustrates the changing demands for telecoms as we enter the so called “digital lifestyle era”.

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The hype around the internet of things (IoT) is getting deafening. Just last week, IDC predicted that “by 2021, global IoT spending is expected to total nearly $1.4 trillion as organizations continue to invest in the hardware, software, services, and connectivity that enable the IoT”.

Bain & Co argue strongly in this article in February that telecoms, particularly those who have taken digital transformation seriously in their own operating models, are “uniquely qualified to facilitate the delivery of IoT solutions”. The reasons cited include their experience of delivering scale connectivity solutions, of managing extensive directories and the life cycles of millions of devices, and their strong position developing and managing analytics at the edge of the network across a range of industries and uses.

Upgrading network to 5G is seen as being necessary to enable the IoT age and the hype around 5G has increased along with the IoT hype and the growth in the smartphone ecosystem. But 5G is in a development stage and technological standards need to be finalised. S&P commented that “we don’t expect large scale commercial 5G rollout until 2020”.

So what can telecoms do in the interim about declining fundamentals? The answer is for telecoms to rationalise and digitalize their business. A recent McKinsey IT benchmarking study of 80 telecom companies worldwide found that top performers had removed redundant platforms, automated core processes, and consolidated overlapping capabilities. New technologies such as software-defined networks (SDN) and network-function virtualization (NFV) mean telecoms can radically reshape their operating models. Analytics can be used to determine smarter capital spending, machine learning can be used to increase efficiency and avoid overloads, back offices can be automated, and customer support can be digitalized. This McKinsey article claims that mobile operators could double their operating cashflow through digital transformation.

However, not all telecoms are made the same and some do not have a culture that readily embraces transformation. McKinsey say that “experience shows that telcoms have historically only found success in transversal products (for example, security, IoT, and cloud services for regional small and medium-size segments)” and that in other areas, “telcoms have developed great ideas but have failed to successfully execute them”.

Another article from Bain & Co argues that only “one out of eight providers could be considered capital effective, meaning that they have gained at least 1 percentage point of market share each year over the past five years without having spent significantly more than their fair share of capital to do so”. As can be seen below, the rest of the sector is either caught in an efficiency trap (e.g. spent less capital than competitors but not gaining market share) or are just wasteful wit their capex spend.

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So, although there are many challenges for this sector, there is also many opportunities. As with every enterprise in this digital age, it will be those firms who can execute at scale that will likely to be the big winners. Pure telecommunications companies could become extinct or so radically altered in focus and diversity of operations that telecoms as a term may be redundant. Content production could be mixed with delivery to make joint content communication giants. Or IT services such as security, cloud services, analytics, automation and machine learning could be combined with next generation intelligent networks. Who knows! One thing is for sure though, the successful firms will be the ones with management teams that can execute a clear strategy profitably in a fast changing competitive sector.

A gaggle of bankers

How many investment bankers does it take to change a lightbulb? Well there are numerous jokes on that. Here’s one: two – one to take out the bulb and drop it and another one to sell it before it crashes!

In the case of the Level 3 (LVLT) and Centurylink (CTL) proposed merger (see previous post), it took no less than five investment banking firms according to the recent S4 filing to get a deal agreed. Centurylink had Bank of America Merrill Lynch and Morgan Stanley as its main advisors with Evercore added for another fairness opinion. Level 3 had Citi as its main advisor with Lazard for another fairness opinion.

The S4 also reveals that there was no auction process. Although both sides have no doubt talked to many potential partners about deals (both telecom firms have extensive M&A experience) in the recent past, this merger proposal really got started after discussions with the CEOs in May, initially about a LVLT purchase of CTL’s business segment and a tracking stock on the consumer business. The tracking stock idea quickly got dumped with the cash and share purchase of LVLT by CTL discussed in principle in September with the details agreed in October. Given the breakup fee is only around $2 a share for any alternative bidder, LVLT decided it was best to nail down the deal with CenturyLink rather than look for other deals. The S4 stated the following:

In light of the premium being proposed by CenturyLink, Level 3 management’s view of the relatively low likelihood of any potential alternate bidder being willing to make a superior proposal within a short time frame and the risk of potential leaks raised by pursuing such a pre-signing market check, coupled with the ability of any potential interested bidder to submit a competing offer following the signing of a definitive agreement with CenturyLink and the ability of Level 3 to terminate any definitive agreement with CenturyLink post-signing to accept a superior proposal from another bidder, the Level 3 Board determined at that time to continue pursuing the transaction proposed by CenturyLink without approaching other parties.

Relying on investment bankers to give fairness opinions could be viewed with scepticism by anybody with a memory and a sense of humour. However, in this case, I believe that the strategy is a sensible one for shareholders. The business segment of CTL and LVLT clearly makes sense as a match up with the possibility of significant synergies (more I think than has been assumed). The consumer side of the merged entity can always be offloaded at an opportune time in the future. Also, any other potential bidders of LVLT, such as Comcast or a technology firm like Goggle or Microsoft, will be forced now to act if they want the unique assets of the firm. My sense is that the possibility of another bidder emerging over the coming months remains low.

The financial projections, shown below, from management of each firm on a standalone basis are presented in the S4 and make for interesting reading.

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The projections for LVLT show higher capex figures for 2016 and 2017 than analyst estimates. From 2017 onwards, LVLT’s estimates of revenue are higher than analyst estimates whilst the resulting EBITDA is lower. This suggests a slower progression in EBITDA margins than analysts’ expectations with a figure closer to 35% and stable over the medium term. For CTL, the longer term revenue growth figures from the firm are more aggressive than analysts with EBITDA margins drifting down to the 35% level and below over the medium term.

It is unclear how many adjustments have been made by advisors to the figures provided by management of both firms. I am not that familiar with CTL’s figures but the LVLT figures look reasonable enough. The fairness opinions generally state that they reviewed the figures provided and the assumptions behind them without actually coming up with their own figures. The valuations of a standalone LVLT in an M&A context, and the assumptions behind the methods used, outlined in the S4 are shown below.

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The valuations are generally consistent around a $60 per share level, varying from $50 to $70. Most include the value of the NOLs with Citi estimating their value separately at approximately $7 per share. A number of the bankers also valued the targeted synergies of the deal assuming 100% of these were assigned to LVLT shareholders. These estimates and the valuations of a standalone CTL are shown below.

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Comparing the average LVLT standalone valuations and those including the synergies shows a value of $25 per share (i.e. $84-$59), assuming shareholders get 100% of the synergies. That assumption is clearly unrealistic. If 50% of the synergies were assigned to LVLT shareholders (who will get 49% of the combined entity), than a reasonable expectation in the longer run would be a value equivalent to $72 per share. As can be seen below, this is equivalent to a share price of $32 per share for CTL under the merger terms. BofA Merrill Lynch and Morgan Stanley in the S4 calculated a proforma value of CTL after the merger (with the synergies realised) of $34.75 which would put the value of the deal to LVLT shareholders around $76 per share, as below.

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With CTL’s stock still trading just over $24, there is obviously a lot that can happen before this proposed merger closes. And even more time before the deal synergies are realised. One thing is for sure through, the investment bankers are making out well as the exhibit on their fees below shows. $25 million alone for a few week’s work to provide the fairness opinions is outrageous.

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The amount of such fees investment bankers get away with charging always boggles the mind and shows what a closed shop the business still is. Whatever happens to LVLT and CTL shareholders, these masters of the universe always make out like bandits.