Tag Archives: TWTC

Level3 flying high

It has been over 6 months since I have posted on the prospects for the telecommunications firm Level3 (LVLT) following its merger with TW Telecom (TWTC). I had previously posted on the strength of TW Telecom’s business model and its admirable operating history so I am extremely positive on the combination. At the time of the last post, LVLT was trading around $45 a share, a five year high. Since that time, the stock fell to a low of $38 in October 2014 before reaching a new high in recent weeks around $54.

My previous post, using figures disclosed in a S-4 filing on the merger negotiations, made a projection that the combined entity could get to $9 billion of revenue and $3 billion of EBITDA by 2016. Based upon the Q4 figures, the firm’s guidance, and the recently filed 10K, I did some more detailed figures and now estimate that the $9B/$3B revenue/EBITDA threshold will more likely be in 2017 rather than 2016. My estimates for each against the consensus from analysts are below.

click to enlargeLevel3 Revenues and EBITDA estimates 2015 to 2017

LVLT is an acquisitive firm and has learned through multiple deals the optimal way of integrating new firms through a shape focus on the customer experience whilst prudently integrating operations and reducing costs. Taking the Global Crossing integration as a template, the graphic below illustrates how my estimates fit in the past.

click to enlargeLevel3 Operating Metrics 2005 to 2015

So, the question now is whether a share price in the mid to high 50s is justified (the average consensus is around $57 with the highest being Canaccord’s recent target of $63). Using an enterprise value to EBITDA multiple based upon a forward 12 month EBITDA figures (actual where relevant and my estimates from Q1-2015), I think a target between $50 and $60 is justified assuming a forward multiple of 10 to reflect growth prospects, as the graphic below illustrates. My DCF analysis also supports a target in the low 60s.

click to enlargeLevel3 10year EVtoEBITDA versus Share Price

Such a target range assumes operating results show positive momentum and that the overall market remains relatively stable with expectations on interest rate increases in the US within current estimates. Due to LVLT’s net debt load of just under $11 billion and a proforma leverage ratio of 4.4 to EBITDA, the stock is historically exposed to macro-economic volatility. A mitigant against such volatility is the increasing level of free cash that the business will generate (I estimate $600/$900/ $1,000 million over 2015 to 2017). Also, about $6.5 billion of its debt is fixed (current blended rate is 7.2%) and LVLT’s CFO has shown considerable skill in recent years at managing the interest rate down in this yield hungry environment. Its remaining floating debt (blended rate of 4.2%) has a minimum LIBOR rate of 1% and therefore offers headroom against movements in current LIBOR rates

In my view, the key in terms of valuation is that the integration goes smoothly and that revenue growth in the enterprise market is maintained. One of the principal reasons for my optimism on LVLT is the operational leverage the business has as the mix of its business moves more towards the higher margin and stickier enterprise market, as the pro-forma revenue split shows.

click to enlargeLevel3 Proforma Revenue Split

As always with LVLT, I recommend using options to protect downside and waiting for a pull-back from current highs for any new investment. This stock has historically not been one for the faint hearted. I do believe however that they are on the path to a more stable future and it remains a core holding for me.

Level3 Merger Follow-up

It’s now been 6 weeks since Level3 and TW Telecom announced their intention to merge, as per a previous post. Without any other bidder emerging and with the announcement of the merged entity’s intended management team, basically the existing L3 team with TW senior managers running the US business and the IT side, the deal looks like going ahead absent any unforeseen hic-cup. Level 3 released a S-4 filing which outlined the negotiations and the figures used by each sides’ advisors during the negotiations. I always find the detail behind such deals interesting reading and this is no different, albeit in this case relatively straight forward.

The valuations provided by each of the advisors yielded some interesting data. The management of each side, Level3 and TW Telecom, provide their estimates of future results which the other side then adjusted (the sensitivity case) to use as the basis for the deal. Given that each management team would have tried to maximise the value of their own firm during the negotiations, these estimates are likely optimistic projections. The graph below shows the revenue and EBITDA margin projections of each for a stand alone LVLT compared to the public analysts’ estimates (called Research Derived Projections) and my own estimates.

click to enlargeStand alone Level3 projections

As my revenues estimates were roughly in the middle of the management estimates and the sensitivity case, I have used the average of both for my new estimates of the combined L3/TW entity as my new base case for valuation purposes. I have also used the EBITDA margin from the sensitivity case as my base with the assumed operating savings of $200 million plus the combined capex of each firm with the full savings assumed of approx $40 million, whereby both cost savings don’t fully kick-in until the 2016 year. The results for the 2016 year are not far off my initial estimates in the previous post with revenues of $8.9 billion, an EBITDA and capex margin of 34% and 15% respectively.

The S-4 outlined the different valuation methods used by the advisors, including DCF and EV/EBITDA multiples. Evercore, one of the advisors, applied a 10x to 13x 2014 EBITDA multiple to determine an implied equity value range and calculated illustrative future stock prices by applying a forward multiple range of 8.5x to 10.7x. Rothschild, another advisor, selected a range of implied EBITDA multiples of 9.5x to 10.5x. The graph below shows the historical multiples for a group of peer firms (although LVLT and TWTC tend historically be above the average peer) that I have kept track of. The graphic also includes the ranges offered by Rothschild.

click to enlargeTelecom EV Ebitda Multiple

Based upon all of the assumptions above and the balance sheet details offered in the transaction presentation, I calculated the upside & downside to LVLT’s current share price based upon different multiples to the projected 2016 figures. The graph below shows the results (for multiples from 5 to 13).

click to enlargeLevel3 Upside Downside

There are a lot of assumptions in the analysis above although I have tended to be conservative. That said I am conscious that LVLT has had a great run-up (equity up 110% over the past 12 months with big gains on the calls) and looks fully valued today based upon execution risks in the TWTC deal, as well as the general frothiness in the US equity market. For those who already own LVLT, buying insurance by way of the January 2015 puts around $35 looks like a sensible course of action here to me. For new comers, I would wait for a better entry point (we may get some wobbles in September although my 2013 September post on the subject last year was way off!!).

From tera to zetta and beyond to yotta

One of the great lessons of the internet crash was that the exponential growth in internet activity did not mean a similar level of growth in revenues for many of the new business models which were hyped. I can remember an insightful report before the crash which added up all the expected top-line growth projections and concluded that household expenditure on internet services would have to amount to 30% to 40% of household expenditures if projections were to be met!! Although on a personal basis household expenditure on internet access does seem to be growing all the time, it’s not at anything like the growth in our usage. Not yet anyway!

The graphs below shows the growth in global internet traffic from 2001 to 2012 according to Cisco, split by IP, fixed and mobile internet traffic. Although not on the same scale but in a similar vein, the lower graph shows the monthly peering traffic recorded over the Amsterdam Internet Exchange from July 2001 to May 2014

click to enlarge
Historical Internet Growth

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 latest projections from Cisco in their report this month “ The Zettabyte Era – Trends and Analysis”, global IP traffic will surpass the zettabyte threshold by the end of 2016 growing by approximately 20% per annum. Global IP traffic has increased fivefold over the past 5 years, and Cisco predicts an increase of threefold over the next 5 years.

click to enlarge
IP Growth Cisco June 2014 projections

The graph below illustrates the changes in devices used to access the internet behind Cisco’s projections.

click to enlarge
Connected Devices Cisco predictions June 2014

The report highlights a number of core trends including the following:
1) Transition to newer devices will alter network demand and usage.
2) M2M growth will drive the internet of everything.
3) Fixed broadband speeds will nearly triple by 2018.
4) Wi-Fi will dominate access technology.
5) Metro traffic will grow nearly twice as fast as long-haul traffic.
6) IP video will accelerate IP traffic growth through 2018.
7) Bottlenecks may result between peak and average demand times.

Bring on the yotta era!

A classy telecom marriage

Two of my favourites names in the telecom space – Level 3 (LVLT) and TW Telecom (TWTC) – have announced an agreement to merge. I have posted previously on both – here and here respectively. Overall, my initial reaction is positive on the deal as I believe that LVLT have bought a quality asset, albeit at a high multiple of 12.8 times TW’s 2014 estimated EBITDA (TW’s deep metro fiber business model has a high EBITDA margin of approx 35% with a high capex spend in the low to mid 20% range).

There is always execution risk in these deals particularly when taking over a tightly managed and focussed player like TW. LVLT’s successful integration of recent M&A and the new CEO’s focus on operational results mitigates the risks somewhat. My guess is that cultural issues may be the hardest issue to manage as it looks like TWTC’s management will exit after the deal. However, the businesses are very complementary and the sector is one where scale and depth is becoming increasingly important to compete for the demands of the growing bandwidth hungry enterprise sector.

On the financials, based upon my quick and dirty analysis, I estimate that the combined entity could generate approx. $9 billion of revenue and $3 billion of EBITDA by 2016. Despite taking on extra debt for the deal, I estimate that LVLT can meet its leverage target by getting net debt to EBITDA below 3.5 by the end of 2016. Maintaining the leverage target was emphasised by LVLT during the deal presentation. At an EV/EBITDA multiple of 8.5 (assuming 350 million shares after the deal and LVLT 2015 debt conversion), a target price for LVLT of $45 looks sensible to me. Been more positive, a 9.5 multiple gives a target price of $55. Those targets may disappoint LVLT shareholders given the stock was at $44 before the deal was announced and there was further upside potential from a standalone LVLT due to the virtuous cycle of operational efficiencies, reducing interest expense, and growing core revenues .

My view is that now is the opportune for LVLT to use their highly valued stock as currency to purchase a quality asset like TWTC. A classy bride does not come cheap but over the longer term the rewards should come. Either that or you end up broke!

Consistency with ambition, the case for TWTC

Valuations remain high (S&P PE at 19.5 and CAPE over 25) despite recent volatility and I have posted on my views previously. A recent post on Level3 (LVLT) in December referred to increases in telecom valuation multiples. Since then LVLT reported a very good end to the year and has rocketed to around $38, or an approx 9.4 EV to 2014 guided EBITDA multiple (and 8.7 to my 2015 estimated EBITDA). An analyst report, whilst upgrading the stock, commented “with a focus that has shifted from a slow deleveraging exercise via acquisitions to now focusing on integration and execution of assets the company possesses, we believe we are on the cusp of a sustained outperformance”. Although I generally ignore anything analysts say, I too am bullish on LVLT over the longer term based upon the virtuous circle of improving operating results and decreasing debt. However I think valuation may have gotten ahead of itself with LVLT up 70% in 6 months. I have taken some profits to buy some downside protection. There is likely to be some bumps on the road in 2014 both for companies like LVLT and from an overall market viewpoint. Structural changes in the rapidly changing telecom market like net neutrality or the proposed Comcast/Time Warner Cable (TWC) merger may also have an impact.

Speaking of Time Warner, there is a telecom that was spun off from Time Warner in the late 1990s called TW Telecom (TWTC) that has a history over the past 10 years of outstanding execution. Over that time, TWTC has diversified itself away from its roots (top 10 customers make up 18% of revenues in 2013 compared to 23% 5 years ago and 40% 10 years ago) with a current focus on business Ethernet, data networking, IP VPN, Internet access, and network security services for enterprises. The graphic below illustrates how successful and consistent TWTC’s operating results has been. I would particularly highlight their results through the troubled 2007 to 2009 period. TWTC have had solid 35% EBITDA margins for the past 10 years with average capital expenditures of 25% as they build their last mile metro fiber network to their business customers on a success basis. Their execution is in no small measure down to one of the best (and most consistent) management teams in the business, led by long term CEO Larissa Herda.

click to enlargeTW Telecom a history of consistent operating results

In addition to solid operating results, TWTC have always shown disciplined balance sheet management with net debt well below 2 times EBITDA in the past 5 years (except for 2013 at 2.3 times as per the changes below). As a result of the factors highlighted above, TWTC has always enjoyed a premium valuation multiple in the market as the graph (of enterprise value to twelve month trailing (TTM) and future twelve months (FTM) EBITDA) below shows.

click to enlargeTW Telecom EV to EBITDA Multiples

TWTC has long been talked of as an acquirer or a target for others but nothing of substance has materialised since their Xspedius acquisition back in 2006. The firm has increasingly undertaken shareholder friendly actions such as the $400 million spend on its own shares in 2013. TWTC has also bought back convertible debt and pushed out the maturities on its debt which has increased from YE2012 of $1.76 billion to just below $2 billion as at YE2013.

The reason for the increase in debt plus an additional one-off capital expenditure of $120 million in 2013 on capital leases (not included in graph above), with another one off $50 million due in 2014, is a strategic market expansion announced by TWTC in late 2013. The strategic market expansion is to extend its metro fiber footprint into 5 new high demand markets and accelerate the density of its metro-fiber footprint in 27 existing markets by 17%. Given TWTC’s history of execution, their plans for expansion and the (almost giddish) optimism of management during their Q4 conference call caught my attention. These are people who have not make such promises lightly in the past.

One of the factors behind their expansion is the success of new product innovation introduced in 2012, namely products called Enhanced Management and Dynamic Capacity. Such products allow enterprises to automate, manage and purchase network capacity on a flexible real time framework based upon their needs and offer flexibility in accessing connections to private, hybrid and public clouds. TWTC refer to their state of the art network as the Intelligent Network and are marketing their range of products on the basis of what they call their Constellation Platform which “will connect our customers nearly instantaneously through data centers directly to numerous applications in the cloud with increasing network automation”. All of these fancy products names and high minded assertions shouldn’t in themselves be taken as anything earth shattering in the rapidly changing IT and telecom market. What may be special is that TWTC has indicated increased interest in their offerings and that, through partnerships with cloud providers such as Amazon, they are getting interest from new enterprises with big data needs . TWTC state that their expansion is “a very targeted opportunity to rapidly increase our market density to drive additional revenue growth and greater cash flow” and that it “is all part of our broader vision of bringing better, faster and easier solutions to customers as we continue to innovate and create market differentiation”.

Given the history of execution by TWTC’s management, I would be positive on their ability to deliver on their promises. They have indicated that EBITDA margins will be under pressure in 2014 as they staff up for the new expansion. For 2015 & 2016, EBITDA expansion of 10% to 15% does not seem unreasonable to me based upon my calculations. Given a current EV/EBITDA on a TTM basis of over 11, TWTC is not cheap and, as stated in the beginning of this post, there are likely to be bumps in the road over 2014. Such bumps may provide an opportunity to back TWTC and its expansion at an attractive valuation.

I, for one, will be looking out for it.