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AT&T to pay $67
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AT&T to pay $67 billion for BellSouth Deal for regional phone giant would reshape telecom field
SAN FRANCISCO (MarketWatch) -- AT&T Inc. announced Sunday that it will buy regional-phone company BellSouth Corp. for $67 billion in stock, consummating a long-rumored deal that would create a gigantic communications provider with tentacles extending deep into the phone, wireless, Internet and even pay-TV markets. The acquisition would also give AT&T sole control of Cingular Wireless, the biggest U.S. wireless operator with more than 54 million customers. AT&T owns 60%, with BellSouth controlling the rest. Under the agreement, AT&T (T) will exchange 1.325 of its shares for each share of BellSouth (BLS), representing a 17.9% premium compared with BellSouth's closing price on Friday. That would give each BellSouth share a value of $37.09. Atlanta-based BellSouth dominates local telephone service in nine Southeastern states, while San Antonio-based AT&T operates in 13 states, concentrating in California, Texas and the Midwest. A deal between AT&T and BellSouth would bring their Cingular Wireless joint-venture under the control of AT&T and establish a dominant communications provider with 70 million local telephone customers and almost 10 million broadband subscribers. In addition, AT&T said in a statement that the three distinct brands in question would be moved to a single brand: AT&T Ma Bell back on top AT&T Inc. was formed in November after SBC Communications acquired the old AT&T and adopted the famous name as its own. By adding BellSouth, AT&T Inc. would make itself the most formidable company in the communications industry and help the carrier to navigate a rising tide of competition from other phone operators or new rivals in the cable industry such as Comcast Corp. (CMCSA) In many ways, the former SBC has recreated the phone company once known affectionately as Ma Bell -- the longtime monopoly broken up in 1984 into one big long-distance carrier and seven local phone operators. Assuming the BellSouth deal gets regulatory approval, AT&T, Verizon Communications Inc. (VZ) and Qwest Communications International Inc. (Q) would be the only Ma Bell offspring still in existence. The AT&T-BellSouth combination -- subject to approval from antitrust regulators as well as the Federal Communications Commission -- is sure to get plenty of attention in Congress. Consumer-activist groups are expected to vociferously oppose the deal. Since Congress reshaped the nation's communications laws in 1996, consumer groups have been warning that a series of mergers would eventually create a Ma Bell East and a Ma Bell West. Even so, phone companies have found it difficult to raise prices due to an onslaught of competition. Long-distance rates have been falling for years, while prices of wireless-calling plans and high-speed Internet access also have tumbled. Only local phone rates haven't changed much. In that market, companies such as the new AT&T, Verizon and BellSouth still dominate, though they've been losing access lines for years. Holding for new business Indeed, it's been the loss of local lines that has spurred the frenzy of dealmaking. Phone companies have been beefing up and expanding into new markets in an effort to reignite growth and shield themselves from competition. Many customers have switched to alternative technologies such as email and wireless or to nontraditional companies such as cable giant Comcast or startup Internet-phone supplier Vonage. BellSouth, however, was the only major Ma Bell offspring to eschew big mergers, although it explored its options on a number of occasions. The company's failure to bulk up put it at a competitive disadvantage to larger rivals AT&T and Verizon. At the same time, SBC has long been known to harbor ambitions to own all of Cingular. As a result, many analysts believed it was only a matter of time before AT&T and its acquisitive-minded chief Ed Whitacre Jr. came calling. "The Cingular partnership and the company itself are performing extremely well, particularly after the AT&T Wireless acquisition," Whitacre said in a statement. "But no partnership between two independent companies, no matter how well run, can match the speed, effectiveness, responsiveness and efficiency of a solely owned company." Its ownership in Cingular aside, BellSouth is also the dominant local phone company in nine Southeastern states; AT&T operates in 13 states such as California and Texas, A combined AT&T-BellSouth would control most of the local phone market in the most populous areas of the South and Midwest. After the deal is complete, Whitacre would remain AT&T's chairman and chief executive. Duane Ackerman, BellSouth's chairman and chief executive, would remain in his position for a transition period of at least 90 days following the merger, according to AT&T spokesman Walt Sharp. The companies expect the deal to close in about 12 months, he added.
Jonathan Burton is MarketWatch's investments editor, based in San Francisco. Jeffry Bartash is a reporter for MarketWatch in Washington. _________________________________________________________________ AT&T agrees to buy BellSouth for $67 billionBy Jessica Hall and Jeremy Pelofsky PHILADELPHIA/WASHINGTON (Reuters) - AT&T Inc. (NYSE:T - news) said on Sunday it would buy BellSouth Corp. (NYSE:BLS - news) for $67 billion to expand its reach into the southeastern United States and acquire the rest of Cingular Wireless it does not already own. Together, AT&T and BellSouth would have a national long-distance telephone and data network, residential customers stretching from Florida to California and business customers comprising more than half of the Fortune 1000, analysts have said. BellSouth shareholders will receive 1.325 shares of AT&T common stock for each common share of BellSouth. Based on AT&T's closing stock price on March 3, that equals $37.09 per BellSouth common share, a 17.9-percent premium. The new AT&T, which was formed in November when SBC Communications Inc. completed its acquisition of AT&T Corp., also said it would repurchase at least $10 billion of its common shares over the next 22 months. The companies have a combined market capitalization of $165 billion and annual revenue of about $64 billion. The next largest telephone company, Verizon Communications, which bought MCI Inc. last year, has a market capitalization of $99 billion and 2005 annual revenues of about $75 billion. The deal would bring ownership of Cingular Wireless, the No. 1 U.S. wireless telephone company, under one roof, which Wall Street analysts have said would streamline management and allow one parent company to enjoy all of the financial benefits. AT&T currently owns 60 percent of Cingular, while BellSouth owns the remaining 40 percent. Despite its heft, Cingular has been losing marketshare of the most lucrative, post-paid customers to its main rival, Verizon Wireless. At the completion of the deal, which is expected to close within a year, all the landline and wireless businesses will exist under the sole brand name of AT&T, the companies said. A purchase of BellSouth would recombine the former "Ma Bell" with four of the seven original Baby Bells regional telephone companies. AT&T was broken up in 1984, with the parent controlling the long-distance assets and its seven offspring controlling regional local telephone services. As traditional landline phone businesses have been hurt by a shift to e-mail and wireless phones, telephone carriers have shifted their focus to faster growing businesses such as wireless and data services. AT&T and other major telephone companies also have been upgrading their networks to offer subscription-television services to thwart competition from cable TV operators, which are offering phone services. AT&T in January began offering video in Texas and plans to expand service to 21 cities in its home territory this year. DEAL TO FACE REGULATORY SCRUTINY A merged AT&T-BellSouth would be trailed by Verizon Communications (NYSE:VZ - news), which last year bought MCI Inc. Qwest Communications International Inc. (NYSE:Q - news), the final remaining Baby Bell, covers Minnesota to Washington state. Any deal would require approval from antitrust authorities as well as the Federal Communications Commission, but analysts said they doubted there would be significant opposition."The deal is likely to be approved," said Blair Levin, an analyst at Stifel Nicolaus and a former Federal Communications Commission chief of staff. "The government has already given us a road map and it had very few speedbumps and much less brick walls for this kind of transaction." He said the government would likely seek similar conditions on this transaction that were placed on the AT&T-SBC deal, which included some price controls, as well as providing competitors access to some buildings and ensuring customers have unfettered access to the Internet. The deal's price tag will likely weigh on AT&T's stock price, Stifel Nicolaus analyst Chris King said. Still, he doubts that any AT&T shareholder would be big enough on its own to stop the deal. AT&T expects the deal will be neutral to earnings per share in 2007, and boost earnings per share, excluding merger costs and other items, thereafter. Cost-savings are expected to top $2 billion in the second year after closing the deal, and total nearly $18 billion, AT&T said. The savings will come from an undisclosed amount of work force cuts, lower advertising expenses and cheaper operating costs as the companies merge operations to one network. WHITACRE'S LATEST DEAL For Edward Whitacre, chairman and chief executive of the new AT&T, a deal would be the latest of a long line of bold acquisitions. At SBC, Whitacre had acquired regional Baby Bell companies Pacific Telesis and Ameritech Corp. He also helped orchestrate the $41 billion purchase of AT&T Wireless by Cingular Wireless, the No. 1 U.S. wireless carrier. While at SBC, Whitacre previously had weighed buying BellSouth, but shifted to the purchase of AT&T, sources familiar with the situation had said. In the past, BellSouth had also flirted with the idea of buying AT&T. Whitacre, who was expected to retire around the end of this year, was asked to stay until March 2008, AT&T said. He will serve as chairman of the combined companies, while BellSouth Chairman Duane Ackerman will head BellSouth operations for a transition period following the merger, the companies said.
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