For us, it is difficult to price the amendment because the lease does not allow restriction of equipment based upon the specific frequency, but only on the size, weight, and the number of the antennas. Thus, if the merger occurs, we can make it more difficult for T-Mobile to merge the equipment and terminate the Sprint lease, but not impossible. However, if the merger does not occur, if the client signs an amendment that could allow Sprint to terminate their lease regardless of what happens with the merger.
When we inquired with the T-Mobile agent about making the amendment contingent upon the merger happening or not, we were told that T-Mobile’s legal department would never agree to such a limitation.

Is there a backup plan like spectrum sharing?

T-Mobile’s desire to sign the amendment but unwillingness to make it contingent upon the merger makes me wonder whether there is an alternative plan in the works in the event that the merger is not consummated. This could be a spectrum sharing agreement. This isn’t unprecedented- see this article. But in that case, the spectrum to be shared was PCS spectrum (1900 MHz), not Clearwire’s spectrum (2500 MHz). Thus, the existing agreement would need to be revised or a new one entered into.

Sprint has the spectrum but is a dead company walking without additional capex to deploy 5G. Over time, the distinction between those who invest in 5G specifically in densifying their network will prove greater than that with LTE and 4G. T-Mobile desperately needs mid-band spectrum as running 5G on 600 MHz will be sufficient in areas where there isn’t a significant amount of traffic but will limit their overall network performance elsewhere.

So What to Do?

First, off, it is hard to generalize a course of action that works for every site. Each situation will be different and tied to the specific lease language and exhibits. In this case, the easy but ultimately unfruitful answer is to either reject the request altogether or ask that the amendment rent match that which would be lost with a Sprint lease termination. T-Mobile won’t agree to the latter option so the only option we see is waiting until there is further clarification on the merger . The lawsuit filed yesterday by 10 states against the merger may delay the process and certainly makes the merger probability less certain.

We are curious about what others have done or will do in a similar situation. If you have successfully negotiated through this issue, please either leave a comment here or contact us or private message us if you don’t care to take it public.

There are no shortage of claims about how wide and how fast the service will be, but barely any concrete details about how they technically intend to pull it off other than a single expert’s statement that the they reviewed the proposed concept and feels that T-Mobile and Sprint’s network is up to the task without detriment to the underlying wireless subscribers. However, there are no numbers or documentation supporting these conclusions in the filing.

The FCC has stopped the review period pending comments for 30 days. With T-Mobile providing nominal actual evidence of their claims, how can the average (or even intelligent) commenter question or comment the purported network’s benefits? It seems like this filing is an attempt to appeal to government officials who favor reducing the Digital Divide but may not know enough to question whether T-Mobile/Sprint’s merger will or will not significantly reduce the divide.

There is no doubt that adding Sprint’s 2.5Ghz spectrum to T-Mobile’s 600, PCS, AWS spectrum will enable additional capacity while expanding coverage. However, 2.5 GHz requires three to three-and-a-half cell sites to cover the same area as 600MHz. Conceptually, the 600MHz will be used for wide area coverage and 2.5 GHz for capacity. The issue is that T-Mobile’s rural cell sites weren’t designed for 2.5GHz, and Sprint virtually stopped building new rural sites years ago. While 600MHz will be suitable for LTE-A and other technologies, it also handles less capacity than 2.5GHz. Thus, our questions:

1. What type of service will T-Mobile be able to support with its existing macrocell network?
2. Will the higher speeds and capacity be reserved only for those users living within the 2.5GHz coverage areas (With or without HPUE)?
3. Will the combined network support the additional burden of wireless broadband to the home? Or will it require a substantial amount of new macrocells in unserved and underserved areas to support broadband to the home, which, as T-Mobile claims, will be provided above and beyond what they have already agreed to provide to wireless consumers?
4. While T-Mobile is promising not to impact their current service levels to existing wireless subscribers, will the addition of home broadband limit future service upgrades to wireless consumers? (Put another way, is T-Mobile trading future wireless expansion and improvement for better home broadband service?)
5. How many people will use the service? And what caps will there be on the service? AT&T’s 5G service is limited to 15GB/month in urban areas, and their 4G LTE-based fixed wireless broadband in rural areas is capped at 215GB. However, they only provide it in specific areas.
6. What assurances will T-Mobile be willing to give to the end user? With the number of users inversely impacting available capacity, will there be guaranteed uptime and speeds? Or will this be like satellite broadband, where it is either significantly more expensive to use in the day or just outright too slow?
7. What good is the promise of rural broadband if only so many people can sign up for it and only if close enough to a macrocell? I would agree that something is better than nothing- but is this factor alone enough to justify approval of an otherwise anti-competitive merger?
8. To further complicate the issue, how will rural sites be capable of handling the required backhaul to support service that is used at home and is four to five times faster than what T-Mobile currently provides under LTE? Even if we assume that ¾ of T-Mobile sites are connected to fiber, the majority that aren’t connected are assumedly in rural areas- i.e. the areas where the digital divide is most prevalent.  Will the existing backhaul be enough?  If not, will new fiber or microwave backhaul be needed? 
9. If they approve the merger, will the FCC mandate conditions on coverage, speed, caps, and availability? Will they limit future rate increases to prevent T-Mobile from setting arbitrary low rates now but ultimately increase the rates in areas where they have no competitors?
10. If the FCC and Department of Justice allow the merger and place conditions on the combined company to meet minimal levels of service to consumers for fixed or nomadic broadband, will that reduce the 35,000 duplicative sites that T-Mobile claims they will be able to decommission (or increase the 10,000 new sites they say will be built) if the merger is approved?

The filing seems to raise more questions than it answers. While having additional broadband providers available to consumers is an admirable goal, especially in underserved areas, the filing seems short on details and technical specifications that would allow independent commenters to be able to evaluate the merits of T-Mobile’s claims.

First a little background. In late 2017, Lendlease (a global infrastructure company that has formed a tower company) and Softbank (majority owner of Sprint) formed a joint venture to acquire 8,000 cell sites from Sprint across the US. We believe that these acquired sites are mostly rooftops. We suspected at the time that this was a financing transaction that Sprint entered into because it knew that if a Sprint/T-Mobile merger came to pass, Sprint might end up terminating a good number of those leases. We suspect that Lendlease/Softbank paid a reduced value for the leases as compared to what the market was paying, probably because both parties knew of the potential risk from a T-Mobile/Sprint transaction. You might ask why Lendlease/Softbank would buy these leases if there was potential risk? There are three reasons:

1. They know how long Sprint is likely to continue using those leases or have negotiated a guaranteed term.

2. They intend to try to “remarket” the Sprint lease space to other carriers if and when Sprint terminates.

3. Lendlease sees the potential to renegotiate with building owners to expand the Sprint lease area and, even if Sprint doesn’t terminate, still lease space to other carriers.

Fast forward to today and building owners whose Sprint leases were acquired by the Softbank/Lendlease joint venture are being contacted by third parties like Tower Alliance to “renegotiate” their leases. Tower Alliance (hired by Lendlease to renegotiate on the JV’s behalf) shares industry articles like “A merged Sprint/T-Mobile will shutter 25,000 towers, and Crown Castle with suffer most” and “Sprint and T-Mobile to Merge, in Bid to Remake Wireless Market”.  The email our client received contains these articles and includes the following justification:

It was a pleasure speaking with you this morning. The intent of my telephone call and this follow up email is to inform you of the project currently underway in the US by the Sprint/Lendlease Joint Venture as described in the press release and Letters of Authorizations. Sprint is assessing all of its rooftop network real estate in order to assure maximum cost efficiency. It has relocated many sites that are not efficient. The site as referenced above currently remains one of a group of sites identified as a cost efficiency target in the Sprint/Lendlease Joint Venture. In addition, I have attached some press releases speculating on the outcome of the announcement regarding the possible merger of Sprint/T-Mobile for informational purposes only. My goal is to have an amended and restated lease executed once we have negotiated the most favorable terms for the mutual benefit of both Landlord and Tenant.

Before we go on to the “ask” from Lendlease and why we recommend that building owners don’t consider it seriously, we have to question the statement, “It (Sprint) has relocated many sites that are not efficient.” Unless they are referring to lease decommissions from the Clearwire/Nextel portfolios, we are unaware of any sites that have been relocated by Sprint due to cost efficiency. Perhaps there are some, but we haven’t seen them.  At any rate, we highly doubt many is more than 50.

Tower Alliance on behalf of Lendlease then asks for a number of concessions from the building owner on the new lease, which we have listed below along with our thoughts on why such changes are ultimately really bad for the building owner.

What happens if the landowner doesn’t agree to these really bad terms? Tower Alliance suggests that “if we aren’t able to come to a new agreement, the tenant will be forced to evaluate alternative site locations.” Note that they don’t say they will terminate the agreement – there has been litigation previously between landowners and another carrier that clearly prevent carriers from saying they will terminate if they don’t get their desired terms. However, the language is carefully worded to imply that termination is a risk. In reality, by not signing, in most cases, the landowner will be in exactly the same position both now and in the future. Sprint is either going to terminate or not. Another replacement carrier will either be interested in your rooftop or not. This deal doesn’t change either of those eventualities for most landowners. There will be a small subset of high-dollar Sprint rooftop leases where Lendlease may end up terminating and moving to a new rooftop. But for most landowners, this proposal from Lendlease is not a good deal and is one we would advise against. If Sprint and T-Mobile don’t merge, there is even less of a reason to agree to these terms. Fundamentally, we don’t like this type of renegotiation effort and will strongly counsel our clients against agreeing to these terms.

Got a Sprint lease and feel anguish over what to do? Contact us and we will be happy to discuss your situation and identify whether we can provide any value to you in your decision-making process.

As the article points out – there is ~5% of the revenue from the tower companies where they exist on the same tower. American Tower put out a press release explaining that on towers where both Sprint and T-Mobile have cell sites, their leases represents 4% and 3% of AMT’s consolidated property revenue respectively.

It’s just a matter of time (after the 3-4 years non-cancellable term), but most of the 4% of Sprint related revenue where both carriers are on the same tower will be gone.

However, what the American Tower press release fails to address is the following:
2. Lease Terminations Where Both are on Nearby Towers or Structures.

You may not recall but both Sprint and T-Mobile sold towers to multiple tower companies. (Sprint/Nextel sold to SBAC, CCI, AMT, T-Mobile sold to CCI and AMT and was the anchor on many of the build to suit towers purchased by SBAC). So, looking at same company towers ignores nearby cell sites on towers by other tower companies and even worse, those macrocells on non-tower company structures like buildings, water towers, and billboard. The numbers in the Sprint/T-Mobile presentation are simple enough – the combined company will emerge after a few years with 85,000 macrocells and 50,000 small cells. They indicate that 35,000 sites will be terminated which almost likely be Sprint sites and many of which are not on towers where T-Mobile is as well but on other towers nearby.

3. Fewer New Tower Collocations from Combined Companies.  

The tower companies and some analysts love to point out how after the AT&T and Cingular merger or the Sprint and Nextel merger that the combined company ultimately deployed more macrocells than were ultimately terminated. Even assuming that factually this is correct (it’s not for all mergers) there are two significant fallacies in this argument.

First, it presumes that still even more sites wouldn’t have been built if the combined companies had stayed separate.

Fallacy #2 is that the period after these mergers was the onset of 4G and the first round of LTE buildouts, both of which caused a significant amount of cell splitting and infill. That simply won’t be the case this time around. The merger announcement clearly demonstrates that T-Mobile and Sprint are indicating that they intend to decompress (the opposite of densify) their network from 110K current macros to 85K over a few years period. This means 25K fewer macros after accounting for 10K new macros and 35K decommissioned macros. Surely this is less than would have been added by both companies separately. Furthermore, we suspect that the MLAs with the tower companies will mean that many of the new macros will just be replacements of some of the 35K decommissioned macros- yielding slightly less terminated sites for towercos- but also fewer truly additive new colos over time.

As an interesting aside – this also impacts tower companies that are building towers near existing public tower company towers in order to encourage carriers to move off the public tower company tower. With one less potential tenant on ALL towers, what was a slim margin business model becomes even slimmer.

4. Less Upcoming Modification Amendment Activity on Existing Towers.  

For the first time in a while, both T-Mobile and Sprint are actively modifying existing cell sites by adding new antennas or replacing existing antennas. These new antennas are significantly larger than the existing antennas due to incorporating MIMO or multiple carrier aggregation. This modification revenue (and guidance related to it) will be reduced. We suspect that Sprint won’t be willing to completely stop its modification activity while waiting for regulatory approval, but there will be adjustment and prioritization. They won’t sink money into the 35K sites that are likely to go away. There may be a delay while the two companies try to rationalize their deployment efforts and determine what technology choices best work for the combined company.

To make matters worse, not only do the tower companies lose some of the current already slated (and included in guidance) modification activity, but also any future amendment activity on top of that from any new collocations and any of the terminated sites. SBAC and AMT can’t be happy with the timing of this announcement- one and two days respectively before they announce their earnings. Should be interesting to see how they make lemonade out of these lemons.

5. Fewer Small Cells.  

This won’t significantly impact AMT or SBAC, but it will impact CCI.  While the combined company will be larger in terms of pops, we won’t remotely see the same number of small cells from the combined company as we will from each of them separately. During the investor call on the merger, they directly indicated this. Furthermore, with AT&T and Verizon more than capable of going it alone on the small cell front due to the substantial fiber holdings, Sprint and T-Mobile both seemed primed to use a third party small cell developer like CCI because both lack any substantial fiber of their own. CCI keeps comparing small cells today to towers in the early days.

One HUGE difference now?

A post T-Mobile/Sprint merger environment has 3 active participants, whereas the late 1990s- early 2000’s tower environment had 6-7 active participants in most markets. (Don’t even get me started on the Facebook like argument that TMO/Sprint seems to be preparing to argue that 5G has 6-7 active participants). There fundamentally cannot be the same upside in a three-carrier market especially when the third carrier just announced that they intend to primarily use macros and superior spectrum to densify their network for 5G.

Personally, I don’t believe that T-Mobile/Sprint will be able to support true 5G use cases with 50,000 small cells, but this merger if consummated definitely causes greater concern over the returns from small cells. Fortunately for CCI, they already announced earnings, so it may be a while before we get any substantive guidance from them. Nonetheless, the ROI for their fiber acquisitions just got a bit longer.
Want to Know More?

All in all, yesterday wasn’t a very good day to be a tower company. Want to know more? Contact us to schedule a paid expert engagement with Ken Schmidt.

It looks like the Sprint/T-Mobile merger rumors may be serious this time. Reuters suggests that the parties are close to finalizing a merger. Obviously, we have been down this road before- Sprint and T-Mobile are the Sam and Diane of today’s wireless world. Everyone knows they will eventually try to get together, but their personalities are pretty diametrically opposed. This time though, reports seem to suggest that there is more to today’s round of talks than previous ones and that the parties are closer to a deal than ever before.

We can’t forget that any merger will need to be approved by the FCC and the DOJ. Personally, I suspect that the DOJ will be tougher to get approval as the FCC seems to be positioning itself to approve this type of merger already. For proof of this thesis, look at the 2016 Wireless Competition Report- the first one in a while that came to the conclusion that wireless is competitive in the US and one where the FCC selectively chose widely varying timeframes to prove the point they were trying to make in each section of the review. The DOJ though doesn’t have to agree though, and it is hard to suggest that consumers will remotely be better off by a combined Sprint and T-Mobile merger- especially after seeing how wildly successful T-Mobile has been as the Uncarrier in almost singlehandedly creating new competition in the wireless sector.

FORESEEN CONSEQUENCES

This has obvious negative consequences for OEMs, wireless engineering and construction companies, tower cos, and landowners/site owners.  We know because we have the first-hand experience in dealing with previous mergers. Like AT&T/Cingular, Sprint/Nextel, Verizon/Alltel, Sprint/Clearwire, T-Mobile/MetroPCS, and AT&T/Cricket. All these mergers occurred after we started Steel in the Air.

We helped numerous landowner clients deal with the initial rounds of threats from the combined entity that they would terminate the ground lease if the client didn’t agree to revised terms. We advised private tower owners who were in the process of selling towers on newly revised (and lower) offers they received from prospective buyers after a merger was announced. We provided guidance to private equity on tower portfolio valuations both prior to and after failed and successful mergers. We tracked how many leases were terminated and how many sites were decommissioned. We observed how the wireless carriers reviewed their portfolios and which sites they ended up choosing to terminate. We watched new construction activity from the merged carriers abate for some time while they figured out what sites to keep or not and what additional sites they needed. And we observed what happened when they did start constructing again.

BUT…TODAY’S WIRELESS ENVIRONMENT IS DIFFERENT

All beneficiaries of new wireless construction (OEMs, Towercos, E&C companies) like to suggest that there is increased site development after the merger. They allude to the fact that they increased site counts after previous mergers. However, none of these companies directly address the loss of future business or growth that would have occurred if there had been no merger. Nor do they point out that today’s wireless environment is different and the merger of these two companies will be different if it occurs. How so, you ask?

1. Macrocells are no longer the only means of meeting capacity demands. Furthermore, in most of the previous mergers, there wasn’t the same amount of overlap in macro cells as there is today on Sprint and T-Mobile’s networks. We are currently working on an analysis of the exact amount of overlap between the two networks in areas of the country where we have data with all or most of the Sprint and T-Mobile sites in an area. We will examine same site overlap and adjacent site overlap in this study as we found in previous mergers that some sites as far apart as 1 mile were terminated.

2. Both networks already cover most urban and suburban areas– so macro sites won’t need to be kept for coverage reasons as they might have been in previous mergers.

3. Previous mergers were more difficult to complete than this merger due to different technologies used by each carrier in most of the mergers. Today’s environment is mostly LTE- with the focus of going all LTE. Sprint legacy CDMA subs and T-Mobile legacy GSM will need to be addressed- but much easier today than it was for Sprint CDMA and Nextel iDEN.

4. Sprint hasn’t been doing a lot in the last two years from a CapEx perspective- but T-Mobile has. We anticipated an increase in wireless CapEx in 2018 primarily driven by new Sprint work- but that won’t occur now. E&Cs and OEMs will lose this anticipated upside, making existing carrier contracts more valuable and new ones more competitive, ultimately driving down margin after an initial spike from decommissioning activity.

5. For Towerco’s, the loss of a fourth active NATIONAL carrier has a significantly greater impact overall as compared to the loss of a fifth or sixth active REGIONAL carrier. The margin in operating towers increases with each additional wireless carrier on the tower. Decrease the number of carriers and not only do you decrease the revenue but you decrease the margin.

SO, WHO BENEFITS?

Personally, I struggle to see how consumers benefit and the investment community must agree with me as AT&T and Verizon’s stocks both increased after the new rumors came out. Investors anticipate that both companies will be able to increase their pricing with lesser competition from two smaller competitors trying to grab market share.

Sprint benefits the most. With their primary focus over the last two years being cleaning up their P&L and balance sheet in anticipation of a merger, their network has suffered. As a result, they either had to start spending or merge. T-Mobile will gain subscribers and scale.

Free market proponents will benefit, especially those that think that the market should dictate competition, not regulatory entities.

Sprint’s partner, Mobilitie, allegedly building mini-macros without adequate regulatory approvals

Tickers: S, AMT, CCI, SBAC

Tags: Ken Schmidt, Wireless infrastructure

Background:

Sprint has dramatically underspent competitors over the past few years, arguing that its superior spectrum position, coupled with its densification efforts, allowed it to serve wireless customers at a fifth of the cost of VZ, ATT, and TMUS.

In our previous note “Sprint Behind the Small Cell 8-Ball (10.26.16)”, we surveyed the top 25 cities and found that Sprint was talking a lot about, but not actually deploying, mini-macros at scale. Subsequently, in “Sprint Shows Signs of Life on Small Cells (04.10.17)”, we noted that increased hiring activity by Sprint’s small cells partner Mobilitie indicated near- to intermediate-term construction activity and that we would watch construction efforts to gauge follow-through.

Recent Checks: Who Cares About Permits

On May 2, 2017, Event-Driven, a wireless industry news site, published a report claiming that Sprint approved the construction of non-permitted sites. The report includes what appears to be an internal memo from Sprint’s Vice President of Network Development to area development managers regarding a trial enabling Mobilitie to “commence construction on new wireless sites without full regulatory compliance…”  See the Memo here.  While the memo appears authentic, we have not received independent confirmation.

Assuming the memo and its content are real, this memo jeopardizes the timing of Sprint’s mini-macro build-out and densification efforts. If Mobilitie is not following zoning and permitting regulations or is not submitting to the FCC for NEPA, SHPO, and Tribal Consultation as may be required for some new structures, this could increase the timeline for construction of new mini-macros by six or more months.

In the memo, Sprint appears to recognize this. Sprint cites that it was building 33 new mini-macros per week, but that during the trial, new builds dropped to six per week. The memo clarifies that, in the future, Sprint will require that Mobilitie follows all regulatory requirements, and concludes that the “reputational risk” to Sprint outweighs the benefits of proceeding with the trial.

Implications:

We see an increased risk to Sprint’s ability to deploy critical wireless infrastructure, and we reiterate the historically low levels of Capex Sprint has spent over the past few years as a risk to its long-term competitive position. Municipalities in which non-permitted construction occurred will scrutinize Sprint’s (and maybe the industry’s) entire infrastructure portfolio, potentially resulting in take-down orders, fines, and possibly litigation. Sprint may find that the “site count” for this permit-less trial is neutral, or even negative after reviews are conducted by local, state, and federal authorities.

Failure by Sprint and/or Mobilitie to get enough sites “on-air” could cascade in unexpected ways. For instance, Sprint may be forced to revise its network densification strategy to a more tower-centric or traditional-small-cell-centric strategy, benefiting the public TowerCos. Sprint may also be forced to rely upon leased fiber or dark fiber, which could change Opex or Capex respectively.

There are M&A implications as well. Now that the FCC quiet period has come to a close, there is a slight increase in reputational risk that could potentially drive an acquirer, or a target, toward a rival.  However, Sprint’s underspend on the Capex side makes their cash flow look more inviting potentially encouraging suitors.

Zooming out, this memo, authentic or not, could hamstring industrywide efforts to reduce regulations related to small cell siting.  Perceptions that Mobilitie and Sprint (allegedly) deliberately circumvented municipal regulations imperils petitions to the FCC for relief from such regulations, and the industry’s desired characterization as a “utility” could take longer to achieve, slowing broader CapEx deployments.

This note was originally published on 5/2/17 to our research clients.  If you are interested in getting more timely access to our research or would like to have a discussion on this note, please contact us.

Because the antennas were the same size or smaller, we did not recommend a rent increase for them.  However, Sprint was adding remote radio units and other equipment so we recommended a fairly nominal increase.  Rather than accept the newly proposed lease terms, Sprint instead asked whether they could replace the existing equipment on the tower with three of these antennas and get a reduction in rent.

The proposed antennas are larger than the existing antennas, but Sprint appears to be wanting to go from 9 panels to 3 of these antennas.  (Not 3 of the canisters)  These panels will accommodate all of Sprint’s spectrum bands but would seemingly limit their capacity and number of simultaneous users.   These appear more suitable for a mini-macro as opposed to a macrocell, but I would welcome any thoughts readers have regarding this topic.

At the end of the day, we advised the client that the value of their tower is its unique location, not the specific loading that Sprint is placing or removing from the tower.   Obviously, there will be situations where a reduction in loading or equipment would justify a reduction in lease rate, but this isn’t one of them.

If you receive a similar request from Sprint, LCC, or Lendlease or another cell tower lease optimization company, please contact us.  We can help you evaluate the proposal and determine whether it is probable that Sprint would move in the event you choose not to accept their proposed rent reduction.