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Uva-F-1143 Mccaw Cellular Communications: the At&T

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Uva-F-1143 Mccaw Cellular Communications: the At&T UVA-F-1143 Version 2.2 MCCAW CELLULAR COMMUNICATIONS: THE AT&T/MCCAW MERGER NEGOTIATION In September 1992, Craig O. McCaw, the founder and CEO of McCaw Cellular Communications, mused about the recent discussions he had engaged in with Robert Allen, chair and CEO of AT&T. Allen had approached McCaw regarding a possible partnership. Such a deal would enable AT&T to enter the wireless industry and at the same time provide McCaw Cellular Communications, Inc., with sorely needed capital to exploit its cellular operating licenses. McCaw had sacrificed much of its financial flexibility in its hostile takeover of LIN Broadcasting in 1990 and now was saddled with over $5 billion in debt, which had depleted cash reserves and reduced net income. A potential offer from AT&T, the global telecommunications powerhouse, intrigued Craig McCaw as he reflected on the difficult road he and his family had traveled in growing the family-run cable operation into the nation’s leading cellular service provider. McCaw considered the possible reasons why AT&T was pursuing McCaw Cellular. One reason might have been that AT&T sold cellular phones but offered no cellular service, while McCaw offered cellular service, but sold no equipment. Or perhaps it was future access to personal communications system (PCS), the next generation in wireless technology. Or maybe it was McCaw Cellular’s existing seamless wireless national network for voice and data transmissions, a network behind which AT&T could throw its brand name, databanks, marketing clout, and technical expertise. A deal between those two firms would offer to McCaw AT&T’s undisputed expertise in the industry and its global marketing and sales force power to expand its overseas presence. McCaw would be AT&T’s cellular arm and could help it expand into Europe, where laws prohibited wired services, but did not restrict cellular service. McCaw believed synergies might exist between AT&T and his company. Collaboration, or even outright purchase, would enable McCaw Cellular to take the next step in both market and technical dominance. Selling to AT&T would be cleaner than a joint venture, since a combined cellular/wired network could be created without the players fussing over which part of the business belonged to which entity. One major issue concerned McCaw about selling out: control. In every prior deal, McCaw and his family had been in control, and yet a deal with AT&T might require him to relinquish control of the empire he had built over nine years. Currently, Craig maintained control This case was prepared from public information by Michael J. Innes and William J. Passer under the supervision of Professor Robert R. Bruner. It was written as a basis for class discussion rather than to illustrate effective or ineffective handling of an administrative situation. Copyright © 1996 by the University of Virginia Darden School Foundation, Charlottesville, VA. All rights reserved. To order copies, send an e-mail to [email protected]. No part of this publication may be reproduced, stored in a retrieval system, used in a spreadsheet, or transmitted in any form or by any means—electronic, mechanical, photocopying, recording, or otherwise—without the permission of the Darden School Foundation. Rev. 6/98. ◊ -2- UVA-F-1143 of more than 60% of McCaw’s voting stock, and thus had the final say on any strategic action undertaken by the company. Giving up this control would require substantial compensation. Negotiations had not yet progressed into detailed terms of an acquisition, but McCaw liked Allen and hoped discussions would continue into the fall. The key points to negotiate in the coming weeks would be establishing the price and terms for control of McCaw. Given a lull in mergers and acquisitions activity in the capital markets, a merger of this magnitude if signed by year’s end, would likely surprise many Wall-Street types and enable McCaw to earn an above-average premium. The Beginnings of McCaw Cellular McCaw Cellular was a Kirkland, Washington-based wireless provider operating in the largest urban areas under the name Cellular One. McCaw had been one of the first to recognize that cellular (or wireless) communication technology offered consumers incredible conveniences never before dreamed possible in a largely wired nation. In the early 1980s, McCaw realized that communications could occur between people instead of only between locations. He commented that “if you can communicate from wherever you are, then you don’t need to be at the office to do your job.” Since the technology existed for this, it was only a matter of time until the buying public became comfortable enough to embrace it. McCaw continued, “Wireless takes away any place limitations—people are an intellectual asset, not a physical one.”1 When Craig McCaw was 16 years old, he received his first taste of business ownership. His father, John McCaw, sold Craig and his three brothers a small, 2,000-subscriber cable system in Centralia, Washington (two hours south of Seattle), which he had purchased in 1937.2 The boys paid no cash for the station, and instead gave only preferred stock to their parents as compensation. John McCaw died in 1969, when Craig was a sophomore at Stanford University. Craig’s entrepreneurial spirit was stronger than that of his brothers, and he decided to manage the cable system out of his college dormitory, in addition to managing a small aircraft leasing firm he had started. McCaw drew from the experience of operating his family’s cable system to expand his cable holdings by pledging existing assets to secure new loans. With a keen eye to the bottom line, McCaw slashed costs, raised rates, and improved station programming. In 1981, McCaw formed a partnership with Affiliated Publications, then the owner of the Boston Globe, to purchase more cable stations. As McCaw’s leverage increased, Affiliated’s initial $12-million stake grew steadily and by the mid 1980s had reached $85 million, or 43% of McCaw’s cable company, McCaw Communications. Cellular technology attracted McCaw and he was among the first to purchase several FCC-awarded franchises with the money he raised from the sale of his cable stations in the mid 1980s. At the time, McCaw commented, “We were never going to have a major influence on the cable business…. Cellular was the place where we thought we could make a difference.”3 Wireless 1 “The Future for McCaw is only a Vision Away,” Sacramento Bee, 17 January 1994, C1. 2 “Would You Believe It? Craig McCaw Says He Is Risk-Averse,” Forbes (1 March 1993): 78. 3 “Would You Believe It?” Forbes. -3- UVA-F-1143 communication, noted McCaw, represented the future because it was more functional for both the businessperson and the consumer. With Affiliated’s approval, McCaw aggressively acquired any cellular licenses he could find, including the Florida licenses held by the Washington Post, financing the purchases using junk debt. Nobody else at that time seemed to realize the potential of cellular, enabling McCaw to buy licenses at very cheap prices, around $5.00/POP.4 By 1987, McCaw Communications’ debt level had risen too high, forcing McCaw to de-leverage the company by selling his cable operations to Jack Kent Cooke for $755 million.5 McCaw took his company public in August of that year, selling 13 million shares at $21.75 per share, or 12% of McCaw Cellular Communications, Inc. (NASDAQ: MCAWA). McCaw used $2.3 billion of fresh capital resulting from both the initial public offering (IPO) and subsequent debt financing to acquire additional cellular licenses over the next 18 months. By 1989, the company’s debt burden had risen to 87% of capital. More equity was needed to keep the company afloat. In that year, McCaw sold its southeastern cellular system for $1.3 billion to Contel Cellular, a large regional operator. In addition, the company sold shares to British Telecom PLC (BT) bearing 22% of the votes outstanding.6 This transaction surprised analysts both for the global alliance it created, and for the price: the price of $41.50 per share dramatically exceeded the pre-announcement closing price of $29.00 and valued McCaw’s equity at $5.5 billion. One analyst said, “Those numbers are off our charts. It values McCaw shares 40% more than previous takeover values. A controlling interest for a cellular company could require even more of a premium.”7 Shares of other cellular companies rose at the announcement of the BT purchase. By September 1992, McCaw Cellular employed 4,400 people and was the market leader with 1.2 million subscribers and 58 million POPs in 21 states.8 Its licenses gave it a strong competitive advantage in five of the ten most populated metropolitan areas in the nation. Approximately 80% of McCaw’s licenses were located in the 30 most populated U.S. areas. In nine years, the company had become not only the largest domestic player in cellular, with 83% of 1991 revenues contributed by cellular service operations, but also a national communications powerhouse. At this subscriber level, penetration totaled only 2%, but enormous growth potential existed since penetration was projected to increase between 16% and 24% annually over the next decade. McCaw provided cellular service under the brand name Cellular One in Florida, the Midwest, California/Nevada, the Northeast, the Pacific Northwest, Texas/Louisiana, the Rocky Mountain region, and the Upper Midwest. In addition, the company provided voice messaging, two- way mobile phone service, one-way radio messaging, and telephone answering services. McCaw had also partnered with ClairCom to provide air-to-ground communications for commercial air travel 4 “Would You Believe It?” Forbes.
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