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M&A: SK Telecom and

Sprint Nextel
Presented by:
Subhojit Dasgupta
Ravi Kaushik
Mahesh Nanjakla
Samuel Betha
Highlights
z Sprint Nextel (S) z SK Telecom (SKM)
z 3rd largest telecom operator US z Leading market player in
z Wireless and internet Korea - mobile
broadband convergence
z Serves corporate, individual z Saturated domestic market
and govt. customers (50.5%)
z Existing subscriber & network z International presence is a
base with CDMA & iDEN must for growth
(GSM) z Minimal presence in US
z High churn rate and low z Strong CDMA, WiMax &
operational efficiency Value-added services
z New WiMax subsidiary –
Clearwire (high growth)
Sprint’s Business Segments
Sprint Group

Nextel (iDEN) Sprint (CDMA)


• Proprietary Motorola / GSM • CDMA + 3G
• 12.3Mn customers (pre+post paid) • 28Mn customers (pre+post paid)
• First responders (Govt. – DCSNet) • Customers churn since one year
• Churn of ~5.6Mn in last 3 years (net loss) • Churn of ~1.7Mn in 1 year

Clearwire (WiMax)
• 51% ownership
• Strategic partners - Google, Comcast,
Intel, TWI (total investment of $3.2Bn)
• New venture with high growth potential
Sprint Nextel’s Valuation
z Enterprise Value:
z DCF $40-45Bn
z Comparables $40-46Bn (1.3x EV/Sales)
z Equity Value:
z From DCF, no premium: $20-25Bn Î Share price $8-9
z Current Market Cap: $10Bn (Share Price $3.45)
z ZOPA:
z Share Price: $4.55-6.25 (Equity Value $13-17.5Bn)
z 30-75% control premium
Deal structure

SKM

~$12Bn
~$21Bn 71% ~$7Bn
(Based on Proportion of
Spin-off (PE backed) Revenues)
-National security
-Bleeding Cash flows

• Investment options: Cash for stock, Stock swap, Cash for Convertible Debt
• Financing Options: Debt issued in US by SKM, Private Equity
• SKM has $1Bn cash, $20Bn debt, A-rating with D/E=0.31 (Ind. Avg 0.98) Î Can raise upto $40Bn debt
• 100% Equity Acquired, 51% down payment (cash+debt) with earn-out clause
• Foreign exchange risk (transaction, repatriation of earnings)

Source: Hoovers,
Issues to be considered
z Regulatory approvals:
z Political Considerations
z CFIUS – foreign ownership of critical infrastructure?
z FCC – spectrum ownership change issues
z Accounting Issues:
z IFRS – Revenue recognition etc.
z Tax Considerations
z Withholding taxes to be taken care of
z Cultural Issues:
z Organization Culture Integration
z Leadership Team
Post acquisition Challenges
z Attrition of Leadership and Management:
z ESOPs, Earnout Clause
z Operations:
z Operational efficiency: Customer care and subscriber acquisition
z Rationalize network investments: Global IP backbone, Enhancing
CDMA network, Deploying its WiMAX network
z Consider other possible transactions: Sale of other non-core network,
tower and business assets
z Marketing:
z Core services: Enhance customer satisfaction and minimize churn
z Re-positioning – targeting premium positioning with value added
services for customers

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