In early August, LightSquared announced an agreement with Airspan Networks, under which Airspan will “exclusively market LightSquared’s 1.4 GHz wireless spectrum” to the utilities industry as “a comprehensive solution for Smart Grid and Smart Utility applications”.
The spectrum will be managed by Airspan and used in conjunction with “Airspan’s proven, reliable and robust broadband and next generation 4G products”. Notably, Airspan’s products appear to be WiMAX-based, so it appears that any buildout by Airspan in the 1.4GHz band will now be totally decoupled from LightSquared’s nationwide LTE-based ATC network deployment, and will instead depend on the individual contracts that Airspan is able to secure with “utilities in their distinct geographic markets”.
Financial details of how this exclusive agreement will work have not been released, although Harbinger/LightSquared has committed to pay TerreStar $2M per month to lease the spectrum, with an option to buy the spectrum for up to $250M. However, it seems unlikely that Airspan would have the resources to take over these lease payments, as according to SEC filings, Airspan’s revenues declined to $70M in 2008, with an annual loss of $50M, before the company was delisted.
This means that any utility that would contemplate a deal with Airspan faces considerable uncertainty about whether it can rely on the spectrum being available for the long term (given that the lifetime of any Smart Grid solution would be a decade or more). Not only is TerreStar (the ultimate owner of the spectrum) in financial difficulties, but the prospects for LightSquared are also hard to determine. In addition, Airspan has clearly been experiencing financial challenges, given its history of losses and declining revenues, and the future of its WiMAX technology is therefore somewhat uncertain. One contact of ours, who has been looking to acquire spectrum for wireless backhaul, suggested that these complexities would make it very hard to consider partnering with Airspan at this point in time.
As a result, it is unclear how much if any revenues will flow from the LightSquared-Airspan agreement, and the valuation that can be attributed to the 8MHz of 1.4GHz spectrum (and will need to be assessed if TerreStar files for bankruptcy) is similarly difficult to establish. In this context, the history of the 1.4GHz spectrum is quite interesting. It was originally auctioned by the FCC in Auction 69 in Feb/Mar 2007 for a total of $123.6M, with half the spectrum acquired by Echostar (through Port LLC) and half the spectrum acquired by CCTV Wireless (backed by Columbia Capital). In spring 2008, TerreStar purchased Echostar’s share of the 1.4GHz spectrum in exchange for 30M shares of common stock (valued then at ~$140M), while Harbinger bought the remaining 1.4GHz spectrum from CCTV Wireless for $212.5M, before contributing the spectrum to TerreStar in exchange for non-voting Junior Preferred Shares convertible into 30M share of common stock. Jefferies provided a fairness opinion at that time, and TerreStar suggested that the spectrum could be used in combination with its satellite spectrum “to service projected demand in the machine-to-machine market” and that it contemplated using the 1.4GHz spectrum “to enter the emerging femtocell market by alleviating spectrum interference issues”.
Subsequently in September 2009, Harbinger agreed to lease the 1.4GHz spectrum from TerreStar for an initial amount of $1M per month, increasing to $2M per month in June 2010. Harbinger could purchase the spectrum initially for $150M, later increasing to $250M, with credit for 50% of lease payments and with 40% of the purchase price paid in TerreStar debt or preferred stock. The agreement also contemplated pairing the 1.4GHz spectrum with other spectrum (the details of which were not specified in the publicly filed version of the agreement), although it is not clear that permission was ever sought from the FCC for such a change.
Presumably such a change would have made the spectrum more useful for LightSquared’s LTE network, but the agreement with Airspan appears to indicate that LightSquared now no longer plans to use the 1.4GHz spectrum itself. This leaves LightSquared with 5MHz of terrestrial-only spectrum between 1670 and 1675MHz, plus rights to use up to 46MHz of L-band satellite spectrum through agreements with Inmarsat. LightSquared has also stated its intention to offer terrestrial-only devices using its terrestrial spectrum. While this could simply refer to Airspan’s network in the 1.4GHz spectrum, it seems more reasonable to assume that this comment was intended to refer to the 1670-75MHz spectrum. Will LightSquared therefore be deploying a 5MHz TDD LTE channel in this band to complement the 5x5MHz FDD LTE channels being used in the L-band satellite spectrum?