07/02/2015
**BT finalises EE deal**
BT has today announced the final terms of its acquisition of the EE mobile network. It is paying an Enterprise Value (EV) of £12.5bn for the business, which has a total of 31 million mobile customers. The sellers, Deutsche Telekom (DT) and Orange are taking the majority of the consideration in stock. DT will end up with a 12% stake in BT, Orange will have a 4% stake.
This reduces the amount of cash that BT must put up as part of the deal, sparing shareholders from having to participate in a rights issue. Instead, BT will arrange a placing of £1bn of new shares. This will most likely be an institutional deal, with no opportunity for retail investors to participate.
BT have identified cost and capex synergies of £360m, achievable after four years, which BT believe have a net present value of £3.0bn.
Revenue synergies, from offering a broader product suite to the clientele are expected to deliver a net present value of £1.6bn. The transaction values EE at a multiple of 6.0x 2014 EBITDA and delivers an operating Free Cash Flow yield of just over 10%, taking these synergies into account. Immediately accretive to BT's free cash flow, the deal is also expected to be accretive to Adjusted EPS in the second full year post acquisition.
*View of the acquisition*
We were already taking a positive view of BT's prospects, in part because of the benefits we thought this deal could bring them. The details announced today reinforce our stance. By persuading the vendors to take payment largely in stock, BT have saved shareholders a rights issue. The free cash flow that EE will bring improves BT's overall financial strength, as they allude to when they talk about their credit rating being at least maintained, following the transaction.
Over at Sky plc headquarters, they are probably feeling a little nervous right now. BT has just boosted its financial position, as well as its strategic position, just at the time when bidding for the Premier League football rights is under way. It would be a major upset for Sky if they lost their grip on the Premiership and potentially a coup for BT. With 31m new customers joining BT via EE, their opportunity to recover the cost of a winning bid is surely improving.
BT has to get the competition authorities onside for this deal; we doubt it would have come this far, were they not confident of winning those arguments. Then comes the integration of EE. Those fortunate enough never to have had an issue with their own BT bill, will feel more relaxed about that process going smoothly than those who have. That aside though, BT look to have paid a very fair price to gain leadership of the UK mobile sector. They have financed it conservatively, in a way that strengthens their ability to compete elsewhere and improved their free cash flow in the process.
*Experts view*
BT offers investors a combination of robust cash flow, strong dividend growth and we think, an attractive valuation. Presently there is a lot going on in BT's world; it is negotiating to acquire the UK's leading mobile operator, EE at the same time as the bidding for the next round of Premier League broadcasting rights is underway. With the group gaining a high share of new broadband customers and potentially adding leadership in the mobile market to its fixed line and broadband positions, BT is tightening its grip on the UK media and communications markets.
The stock is currently trading on a current year Price to Earnings ratio of 14.3x and a dividend yield (not guaranteed) of 3.0% according to the consensus of market analysts. Profits this year are expected to grow by over 20% and then by circa 8% compound for the next few years. The dividend was comfortably covered last year, some 2.6x, leaving plenty of headroom for that earnings growth to be accompanied by an increased payment to shareholders over the next few years.
The acquisition of EE may see BT raise new funds from shareholders; the company flagged this when they announced that the deal was under negotiation. If BT wins new rights packages in the Premiership auction, these are unlikely to be cheap, so there are plenty of calls on BT's cash flow presently. But with the group having generated free cash flow of over £1.5bn so far this year, we think BT has plenty of scope to keep rewarding shareholders. The dividend costs the group less than a billion pounds each year.
What really attracts us to BT though is the strength of the position it is building; we think EE was bought well, at a time when Telefonica was trying to offload O₂ back onto its former parent, creating a Dutch auction of sorts. Once done, BT will lead all of the key market categories bar TV. Landlines, mobiles, and broadband will all be led by BT and if it can secure its position in TV with more acquisitions of sporting rights, it will be able to offer a comprehensive "quad-play" deal to consumers. Historically, telephony prices have tended to fall over time, but Sports TV goes up in price. BT will be hoping that marketing a full package of media and communications services, including pay TV will allow a more robust price to be charged for overall bundle than if they were sold separately.