Bloomberg News

AT&T to Buy Leap for $1.2 Billion to Pile Up More Airwave Assets

July 13, 2013

AT&T to Acquire Leap in Deal That Values Carrier at $1.2 Billion

An AT&T Inc. store in Chicago. Photographer: Tim Boyle/Bloomberg

AT&T Inc. (T), the second-largest U.S. wireless carrier, agreed to buy Leap Wireless International Inc. (LEAP) for $1.2 billion, giving the company 5 million customers, more airwaves and a larger piece of the pay-as-you-go market.

Under the deal, Leap shareholders also will get the right to proceeds from the sale of Leap’s 700-megahertz spectrum in Chicago, which was bought for $204 million last year, according to a statement. The offer of $15 a share in cash represents an 88 percent premium over Leap’s closing price of $7.98 yesterday. San Diego-based Leap also has $2.8 billion in net debt.

AT&T Chief Executive Officer Randall Stephenson has been on a hunt for spectrum -- the airwaves that let mobile devices make calls and download data -- ever since regulators blocked his $39 billion proposal in 2011 to acquire Deutsche Telekom AG’s T-Mobile USA unit. Since then, he’s resorted to smaller acquisitions, such as a $1.9 billion deal in January to acquire airwaves from Verizon Wireless, to build enough capacity to handle increasing demand for music downloads and video streaming on mobile devices.

“This is another example of the escalating value of spectrum as data pricing gets more competitive and data devices like tablets become more ubiquitous,” said Kevin Smithen, an analyst with Macquarie Securities USA Inc. He has the equivalent of a sell rating on AT&T and is neutral on Leap.

Leap more than doubled to as much as $17.78 in extended trading yesterday, reflecting the value of AT&T’s offer plus the Chicago spectrum proceeds. Investors may also expect a competing bid, Smithen said.

Merger Frenzy

The deal extends a frenzy of telecommunications mergers this year as small U.S. carriers look to team up with larger companies. T-Mobile (166783Q) merged with Leap rival MetroPCS Communications Inc. in May, and SoftBank Corp. (9984) completed its purchase of Sprint Nextel Corp. on July 10. Sprint also closed its own acquisition of Clearwire Corp. earlier this week.

MetroPCS and Deutsche Telekom discussed including Leap in a transaction before deciding to combine MetroPCS with T-Mobile, a person familiar with the matter said in November. SoftBank founder Masayoshi Son has spoken about combining the industry’s smaller players to better compete against AT&T and Verizon Wireless, the biggest U.S. mobile-phone company.

Prepaid Struggle

Leap and MetroPCS both focused on the prepaid market, where customers don’t sign up for long-term contracts. The approach allowed the carriers to grow quickly by appealing to younger consumers and people with poor credit. Still, Leap (LEAP) struggled to make money in a low-margin industry and competition from larger carriers has eroded sales growth. It has posted losses every year since 2005, and sales this year are projected to drop 6 percent.

The U.S. government balked at AT&T’s 2011 T-Mobile deal in part because it would reduce the number of carriers competing in some markets. AT&T said yesterday it will keep and expand Leap’s Cricket brand after it acquires the company’s retail stores, customers and a network that covers about 96 million people in 35 states. Leap has 3,400 employees.

Investors representing 29.8 percent of Leap shares have agreed to vote for AT&T’s proposal, the companies said.

Lazard Ltd. advised Leap on the deal, while AT&T was counseled by Evercore Partners Inc. and Sullivan & Cromwell LLP.

AT&T shares fell less than 1 percent to $35.81 yesterday in New York. The stock has climbed 6.2 percent this year.

“This not only improves our spectrum position, it advances our offerings in prepaid service,” said Brad Burns, a spokesman for Dallas-based AT&T. “We’ll make the prepaid market more competitive. Leap’s customers will be able to ride on our fast LTE network.”

To contact the reporter on this story: Scott Moritz in New York at smoritz6@bloomberg.net

To contact the editor responsible for this story: Nick Turner at nturner7@bloomberg.net


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