Peppertree purchased 1,000 towers from AT&T for $680M in 2019. These are towers that were primarily built after AT&T last sold towers to Crown Castle in 2013.  Peppertree formed Octagon Towers with the AT&T towers.

WHY IS OCTAGON CONTACTING ME?

Octagon is reaching out to landowners for two reasons. First – to get authorization to assign the lease from AT&T to Octagon. Whether a landowner needs to consent to the assignment is based upon their AT&T ground lease. Most of the time, the ground lease provides that AT&T may freely assign to other companies.  Unless your lease says otherwise, you likely won’t be able to charge for consenting to the assignment.

Secondly, Octagon is calling landowners who have recently purchased AT&T towers on their property and asking them to extend the ground lease.  If you receive an offer from Octagon to extend a lease that doesn’t include an increase in rent or a sizeable signing bonus, we don’t recommend extending in most cases.

HOW WE CAN HELP

If you are contacted by Octagon regarding your AT&T tower lease, please contact us and we will help you understand whether your lease is undervalued.  We are not affiliated or related to Octagon Towers, AT&T, or Peppertree Capital.  We will advise you when and under what terms it makes sense to extend.  Do not extend just because they claim the tower will be moved.  Other than extremely high rent situations ($3,000/mo or more), it is very unlikely that the tower would be moved.

The GAO did note some comments and concerns addressed in their interviews with stakeholders.  In reading the following, it is important to remember that each state “negotiated” an agreement with AT&T on what the requirements would be for that state so users’ experience may be directly a result of how well their state did or did not in negotiating terms.  Here is a direct quote from the GAO report (page 23).

Indeed, while many state and local public-safety officials we spoke to were pleased with their experience migrating to or piloting the network, numerous officials told us about experiences that fell short of their expectations for a public-safety broadband network backed by the government. Numerous officials told us that they had concerns about misleading or disorganized sales tactics from AT&T representatives. For example, while some officials said that their AT&T representative had been candid in explaining the limited available coverage in their area, many officials told us about instances when AT&T  representatives had shown them maps depicting more coverage than actually existed or that were insufficiently granular for their mission work. Similarly, while many officials recounted positive experiences with network coverage or performance or AT&T representatives, many also described instances when equipment failed to work or perform as expected during piloting phases or exercises. In some instances, these officials stated that FirstNet or AT&T representatives explained, after the fact, that differences in user experience were to be expected depending on the device model or subscriber identity module (SIM) card being employed. Specifically, FirstNet or AT&T officials explained that the optimal performance could only be achieved when Band 14 devices connected to a Band 14 cell site.

According to FirstNet officials, the best experience will be when subscribers use a Band 14-capable FirstNet-ready device with a FirstNet SIM card while in a Band 14 coverage area. The officials said any other combination could result in slightly degraded performance or features being unavailable. This is notable given that Band 14 coverage is still limited and generally state and local public-safety officials do not have insight as to where these sites were located or when, if ever, coverage will be expanding, as previously discussed. As stated above, at its final operating capability, the network utilizing Band 14 spectrum will not cover the entire country. Many officials also expressed concerns about the network’s quality of service, priority, and preemption capabilities over the long run or during a catastrophic event. They speculated about the type or expanding number of subscribers allowed on the network or whether at some point in the future, the network would become saturated because non-public safety organizations or individuals (either extended-primary users or non-verified public-safety subscribers) were being granted priority and preemption capabilities. Exacerbating these concerns, many officials noted that they did not have insight into who had subscribed even within their own agency or state, or lacked confidence in how FirstNet or AT&T verifies individuals’ public-safety status, based on anecdotal experiences. Further, some officials also raised concerns about their inability to test the network during congested periods or simulate catastrophic power failures and lack of insight into if or how AT&T had hardened the network. Many officials discussed or shared after-action reports or their testing results with us, and several communicated that they had shared or would be willing to share such information with FirstNet as well to support validation of the network’s actual performance.

If you are a public safety user, what has your experience been with FirstNet?

The lead recalls when he was first contacted by someone from Sprint PCS when they only had 12 employees. The Sprint employee talked of building a network of towers across the country – Sprint planned to spend “over $1 billion” dollars doing it. The landowner was pretty skeptical but signed on anyway. Here’s an old Sprint PCS commercial for your enjoyment.

At that time, he recalls that the only cellular service available was from AT&T. It was expensive- $1.05/minute and it cost $300 to install the bag phone in the car. To use the service, you had to wait until the red light switched to green because the system could only handle a limited number of users simultaneously. It wasn’t that reliable and the landowner welcomed any competition.

Contrast that with today’s cellular systems. Wireless carriers spend $1 billion per quarter or more building out their networks. It’s rare to speak with an actual employee of the company building the tower on the property. Minutes of use cost next to nothing with unlimited plans. Sprint has 30,000 employees. While the cost of the cell phone has gone up ($300 in 1996 is equivalent to just under $500 today), they do so much more. Back in 1996, Sprint’s stock price was at $20.50/share. Today it is just under $7/share.

Care to see our wireless history? It obviously hasn’t been updated in a while (Cricket and MetroPCS are still on it), but you can see Sprint’s history.

In this case, the threat is somewhat comical.  “The sale of your tower to certain parties may result in AT&T sending a non-renewal notice regarding our lease.”  How is that a threat?   If a tower owner has already sold the tower to a third party, why would they care whether AT&T sends a non-renewal notice?  Perhaps AT&T’s thought is that if the seller needs to get an estoppel from AT&T regarding its lease to present to the buyer, that AT&T’s can thwart the sale of the tower by instead sending a notice of non-renewal?

In our experience, most buyers don’t really care whether a notice of non-renewal is sent, provided that there is enough term remaining before they can choose not to renew or if the tower is located in an area with zoning regulations that prohibit construction of new towers near existing towers.

The other comical part is that AT&T (through its’ financial supplier) is asking for lease information about each tower so that the financial supplier can process the information and make an offer.  Of course, AT&T then also has information about other subleases that the tower owner has on your tower which can be used against the tower owner in future lease negotiations.

If you are inclined to sell your tower, reach out to us and we can give you a free back of the napkin estimate of the value of the tower.  We won’t use your information against you and we won’t threaten you with sending laughable notice’s of non-renewal in order to get you to sell.  If you aren’t interested in selling but feel like you need some help in addressing these threats from AT&T, please call us to discuss your situation further.

Yesterday, in a surprise press release by Verizon, Verizon indicated that it had formed a joint venture with AT&T and Tillman Infrastructure to develop “hundreds” of communication towers with “the potential for significantly more new site locations in the future”.  Tillman Infrastructure is relatively new to the US- but owns a few thousand towers in Asia.  The press release further states that “These new structures will add to the overall communications infrastructure in the US, and will fulfill the need for new locations where towers do not exist today. They also will serve as opportunities for the carriers to relocate equipment from current towers.”

“WHERE TOWERS DO NOT EXIST TODAY” – REALLY?

Our landowner clients have been contacted by Tillman Infrastructure for placement of new towers on their property. However, despite Tillman’s claim to the contrary that the towers will be built where towers do not exist today, virtually all of the proposed Tillman towers we are seeing or hearing of appear to be near existing cell towers.  In other words, Tillman is building new towers right near existing public towerco towers because AT&T appears to be unwilling to continue paying the higher rent that they are paying on an existing tower. The requests that we have seen are primarily in rural areas, presumably where ground rent will be cheaper and where there is no zoning to prevent the proliferation of towers as being proposed by Tillman. (How do we know?  Because we maintain a comprehensive tower location and lease rate database and can easily look up the location of other nearby towers and in many cases identify specific tenants on those towers.)

VERIZON ENTERS THE FRAY

The first interesting aspect of the press release is not that Tillman is out building collocation replacement towers for AT&T on a build-to-suit basis, but that Verizon issued the press release.  This strikes us as a clear attempt by Verizon to enter a fray between the tower companies and the carriers where historically their public opposition has been muted.  We have already noted Verizon’s reluctance to collocate on public tower company towers in the past- this is another option. However, we suspect that there isn’t much of a commitment on Verizon’s behalf other than that they will consider relocating to new towers from existing towers where Tillman can make them a much better offer than what they are paying already on the existing tower. To us, this press release suggests that neither Verizon nor AT&T has been successful at convincing the public tower companies to adjust their Master Lease Agreements (MLAs) significantly and that both companies are now trying publicly (desperately?) to damage the public tower companies by trying to impact their market valuation.  (SBAC dropped slightly yesterday while AMT and CCI were both relatively unimpacted.)   We suspect that previous negative comments by all the carriers during previous industry conferences and during earnings calls have been ineffective at changing deal terms in the MLAs and investors were not treating the threats seriously because the economics of building a single tenant tower on inferior build-to-suit terms are poor.   However, if both Verizon and AT&T are willing to move from an exisitng tower, suddenly the economics for the proposed tower become more attractive to the build-to-suit partner.

ONLY A FEW HUNDREDS TOWERS?

The second interesting impact of this note is that it specifically calls out that the agreement is for a few hundred towers.  We struggle to understand why any of the three companies (except Tillman) would want the investment community to know that it is only a few hundred towers that are being considered currently.  While there is a veiled suggestion that it could be more, this press release would have potentially had more impact on investors had it been silent on the number of towers being considered.  A few hundred towers is a drop in the bucket for any of the public tower companies.

Clearly there are benefits to AT&T and Verizon of relocating. Not only do they save rent, but they also avoid costly modification upgrade fees and possible structural modification Capex on the existing tower to accomodate additional equipment.   With FirstNet on its way, AT&T likely sees this as an alternative to dealing with the tower companies.

If you are a landowner who has been contacted by Tillman for a tower on your property, please contact us and we can help you evaluate their offer and whether you have room to negotiate and if so, by how much.   We will review whether there is an existing tower in the area and if so, whether there are other properties besides your that Tillman can select.  Please note that Tillman has advised our clients that if they get a consultant involved with negotiating the lease, that Tillman will take their tower elsewhere- so don’t tell them we are involved.  There may be a time where it makes sense to do so though, at which point, we will advise you to tell them.

If you are an investor who wants to know more about specific areas of focus for Tillman, estimates of how many sites Tillman is pursuing, and which tower companies seem to be targeted more than others, please reach out to set up a paid research call.   We can also intelligently discuss the financial justification for moving and what amount of rent savings justifies relocation.  We can also discuss how the public tower companies will combat these efforts and when they will be effective and when they won’t.  Lastly, Tillman isn’t the only company focused on collocation relocation build to suit efforts – its just the first one that has gone public with its endeavor.

Sunday night, California Governor Jerry Brown vetoed a contentious statewide small cell bill (SB649) which is one of many similar bills already passed in eleven other states. The bill would have removed local control over the placement of small cells and would have limited the fees that municipalities could charge for access to municipal pole infrastructure to $250/year.

This veto is fairly significant as the legislation has sailed through most other states without much influential opposition. The wireless industry has been targeting states for such relief from what they deem to be costly and time consuming small cell jurisdictional review and fees. In our opinion, the FCC seems to prefer that states regulate the fee structure but may choose to preempt local siting restrictions and approval process. AT&T has been the primary proponent of these statewide initiatives and has brought to bear a very well-financed and aggressive lobbying campaign at the state level to help push such legislation through.

The bill can still be pushed through with a 2/3rd majority in both assemblies. The bill passed the Senate by a 22 to 10 margin with 8 votes not recorded. The bill passed the Assembly with a 46 to 16 margin with 17 votes abstaining. If the vote occurred today with the same members voting as they did before, they would override the veto. Historically though, the California legislatures have been unwilling to override Governor Brown’s vetoes.

Why is this significant?

• California has more cities with difficult zoning that almost any other state in the US.

• California is near the top in terms of average small cell fee. This is not surprising given #1.

• California represents 12% of the US population. If one assumes a conservative total of 500,000 small cells to be deployed in the US and assumes that deployment will follow population, 60,000 of them will be deployed in California. Rates for small cell leases in California typically are 10 times higher or more than what the bill allowed at $250/year.

• Small cell deployment tends to follow areas of dense population. Of the densest urban areas of over 1,000,000 population, the top three are in California with five total in the top 10.

Before you assume though that this portends poorly for other statewide initiatives, we are cautious to point out that California cities tend to be more influential in statewide politics and that the opposition to the small cell legislation was by far the most organized and substantial as compared to that in other states.

Impact on Carriers (T, S, VZ, TMUS)

Despite industry rhetoric to the contrary, this won’t stop 5G nor will it prevent deployment of advanced technologies in California. None of the wireless carriers will allow California wireless throughput or quality of service to languish while customer’s churn to the best network in their area. However, this will delay deployment of small cells in California vis-à-vis other states that have passed small cell legislation although we don’t expect the delay to be material. There will be a negative impact on Opex for all carriers if the veto is not overridden and another bill is not passed in its place.

Impact on OEMs and E&C Companies (COMM, NOK, ERIC, MTZ, DY)

OEMs and E&C would have benefitted from the looser regulatory environment in CA both in terms of timing and amount of small cell and fiber investment. Ultimately, small cells will be deployed but perhaps in fewer numbers.

Impact on TowerCos (AMT, CCI, SBAC)

There will be a slight improvement on lease-up in California for the public tower companies as wireless carriers may choose to add short-term capacity via new macrocells on towers and existing structures as the Opex for a small cell stays higher relative to the Opex of a macrocell.

1. AT&T is awarded FirstNet, but benefits still haven’t flowed down to tower companies, original equipment manufacturers, and landowners. There has been much discussion, but there haven’t been any substantive modification or new build activity as a result by AT&T. In short, we are all just waiting for the project to start in earnest. However, when it starts, it will start not with a whimper…

• AT&T Wins FirstNet but TowerCos are the Real Winners
• AT&T’s Brilliant Strategy to Double Dip from Public Funding to Build a Better Wireless Network (Investor Research Note from Steel in the Air)

2. In the more of the same category, Verizon is refocusing its efforts on reducing leasing costs. So far, we have seen Verizon choosing not to join the very public and vocal opposition to traditional tower leasing models as AT&T, T-Mobile, and Sprint. However, they have hired Accenture to help them use standard renegotiation efforts like those from Md7 or Blackdot to try to renegotiate leases. What Verizon has done very effectively is push for 2% annual escalation or less in their new leases. The benefit of this change may be tempered though by their site acquisition agent’s willingness to increase the base lease rate to adjust for the reduction in escalation. We also see increased activity by Verizon to build their towers next to existing public tower company towers to avoid collocating on those towers.

3. While this is not that much of a surprise, T-Mobile has been killing it, and their network performance is increasing. Churn is historically low, cost of services is low, subscriber growth is high, and they have started building out 600MHz. Wouldn’t want to be one of the other wireless carriers trying to compete with the T-Mobile marketing juggernaut- T-Mobile gets away with snarky while when their competitors try it, it comes across as desperate (Sprint) or stodgy (AT&T and Verizon). We already see increased activity from T-Mobile modifications and new towers, and they are not even really started yet.

4. Sprint deserves kudos for their turnaround especially on their cost cutting having demonstrated profitability for the first quarter in the last 13 or so. Of course, they may have had more to cut than the other wireless carriers. Sprint also deserves accolades for their stream of quarterly earnings calls where they try to explain how they can continue to underspend their competitors quarter after quarter, year after year, with new technological innovations like HPUE, MagicBox, Spark, and Mini-macros. (Hint- they cannot as evidenced by Sprint’s Capex increase last quarter of over 100% from the previous quarter. Expect to see similar or higher Capex in this quarter from Sprint and perhaps even higher in the last quarter of the year). Equally enjoyable is the timing of all of the leaks related to potential mergers and acquisitions of Sprint that somehow happen to occur just before a bad earnings report or after a bad news story comes out. (Not saying that Sprint leaked the stories, just pointing out the odd but consistent timing). The good news with Sprint is that it is never boring. I do have to commend Sprint on their Double the Price pop-up stunt- snarky worked in this case.

5. All four carriers have gone Unlimited. Following T-Mobile’s lead, the other wireless carriers each have moved to unlimited plans. As a result, overall wireless service revenue has declined. This “race to the bottom” appears to have stabilized. Before you feel too bad for the wireless carriers, remember that each of them generated over 25% EBITDA (profit) margins this past quarter from wireless and Verizon has one of its best quarters ever regarding profit margin. If revenue is declining, how can profit margin be increasing, you might ask? The wireless carriers have been squeezing contractors and vendors to reduce their operating expenditures all while increasing the efficiency of their wireless networks. Despite attractive profit margins, expect further cost cutting and a renewed emphasis on negotiating better leases with landowners and tower companies as shown in the articles on our blog below.

• Et Tu, Brute? Verizon Appears to Have Hired Accenture to Renegotiate Cell Tower Leases Using Same Tired Threats of Relocation
• Sprint Enters the Lease Renegotiation Game Again
• The Glorified Wireless Carrier Lease Renegotiation Bonanza

6. Crown Castle has had an active year purchasing fiber, announcing the acquisition of both Wilcon and Lightower Fiber Networks and completing the acquisition of FPL Fibernet. Crown sees a vision of a small cell world where fiber is critical to being able to persuade wireless carriers to place their small cell infrastructure on Crown fiber and poles. We would agree with them but would temper expectations slightly due to the next point below and due to efforts by wireless carriers to deploy their own fiber networks.

7. The wireless carriers collectively have been successful at convincing eleven states to pass bills that limit local review of proposed small cells, prohibit the forced collocation on existing poles, and reduce the lease rate that cities can charge for attachment rights to existing poles or to the public right of way. Some of the most populous states (Florida, Texas) have these bills in effect or about to go into effect. We hear of increased litigation already filed or planned to oppose these statutes, so expect more controversy on this legislation in coming months. Conceivably, these statutes will reduce the number of small cells leased on private property and could in isolated situations allow for termination of existing macrocells. In the eleven states that have passed such legislation, expect to see small cells and new poles popping up across urban areas in the very near future.