“Goodbye Seattle…next stop Denver, Colorado!” as John Legere wrote yesterday, perhaps in preparation for a meeting when the incentive auction quiet period ends at 4pm MT this afternoon. That could seem like just more speculation about the supposed M&A negotiations frenzy that many expect now the incentive auction is over. However, it is possible that the outlines of a deal might already have been formulated a year ago, which led to DISH’s perplexing decision to bid for 20MHz of spectrum in the auction.
What is certain is that DISH didn’t accidentally end up with 20MHz of spectrum, but instead went into the auction with a bidding strategy which virtually guaranteed DISH would end up with that much spectrum, unless AT&T and Verizon both wanted a large national block. So Ergen must have had a plan for what to do with that spectrum, and that plan couldn’t be that he simply expected Verizon to turn up and buy DISH, because his position is now more stretched financially and he owns a block of spectrum that neither Verizon nor AT&T appear to want. However, this national block of low band spectrum would be ideal for a new entrant buildout.
So I think the only plausible conclusion is that Ergen already has (at least in outline) a deal in his back pocket to provide spectrum for a new competitive national network. There’s a lot of history here that has never been in public view before, and I only know about 60% of what happened, so there may be some errors below, but I believe that the overall big picture storyline of what happened in 2015 and 2016 is broadly correct.
Back in second half of 2015, DISH, T-Mobile and Google discussed a huge three way deal to build out a national LTE Advanced network that would have used DISH’s spectrum, Google’s money (plus technology developed by ATAP) and T-Mobile’s network as host. Each of the three parties would have received wholesale capacity in exchange for their contribution, similar to the LightSquared-Sprint agreement back in 2011, allowing T-Mobile to augment its network capacity and DISH and Google to offer MVNO services, such as streaming Sling TV.
Ergen made a lot of trips to Silicon Valley that fall (I was told his jet was a regular visitor at Moffett Field) but he ultimately declined to do a deal because he considered the valuation being put on his spectrum ($15B was the number mentioned to me) was insufficient. By spring 2016 Ergen had changed his mind, but Google then decided against it, after hiring Rick Osterloh and deciding to focus on the Pixel phone (which required partnerships with existing wireless operators such as Verizon).
Google has now pretty much given up on its Access projects, including Google Fiber, and no longer seems plausible as a provider of funds for the new network. That leaves two possible players with the balance sheet and potential interest to fund the plan, namely Amazon and Apple, and its pretty remarkable that John Legere mentioned Amazon twice (but not Apple) in connection with deals like this during his Q1 results call on Monday:
“…we should be clear that there are strategic possibilities between wireless companies, cable players, adjacent industries, Amazon, Internet players, that should be thought about, because they drive great value for shareholders and also new opportunities for customers.”
“Now I do feel that the old lore of the four wireless player market, it’s dead. It’s gone. So did Comcast enter or not? How long are we going to play that game? Is Google in or not? Will Amazon come in at some point in the day?”
A three way partnership between DISH, Amazon and T-Mobile therefore seems to me to be the single most likely deal to emerge in the next few weeks. T-Mobile has emphasized its desire for a rapid build out of its large block of new spectrum, and it could easily include a buildout of DISH’s incentive auction spectrum at the same time. Amazon could use the capacity not only for in-home services such as Echo, but also to support other activities such as drone deliveries, while DISH could provide wireless service built around Sling TV, as well as fixed wireless broadband if desired.
In contrast, Verizon and AT&T have their sights set on mmWave spectrum and 5G, so neither seems like a potential buyer of DISH’s spectrum, while Comcast appears determined to rely on its MVNO deal with Verizon after only buying 5x5MHz of spectrum in the incentive auction. Most importantly, attempting a merger of T-Mobile and Sprint, would still carry significant regulatory risk and would be far less attractive for T-Mobile than an agreement to host a differentiated new entrant (as Legere points out that can “drive great value for shareholders”). And as far as DISH is concerned, I’m simply amazed that no one appears to be writing about this as one of Ergen’s “options“.
The FCC incentive auction results were published earlier today, and to everyone’s surprise, DISH ended up spending $6.2B to acquire a near national 10x10MHz footprint. T-Mobile spent $8.0B (which was only slightly above the predicted figure), but Verizon didn’t bid, and AT&T ended up with even less spectrum than predicted, spending only $900M. Comcast spent $1.7B, while two hedge fund-backed spectrum speculators, Bluewater and Channel 51, spent $568M and $860M respectively (after each receiving a $150M discount for being “small” businesses).
Some parts of this outcome (notably T-Mobile’s substantial purchases and AT&T’s bluff in bidding for a large amount of spectrum before dropping bids) are similar to my predictions, but I had expected Comcast rather than DISH to be the other large bidder. My assessment that DISH might have been pushed out of the bidding in Stage 1 was based on an assessment that DISH would initially focus on major cities to force up the price for others (as happened in AWS-3), but instead DISH played the role of a more regular bidder (presumably as a double-bluff to hide its intentions), and spread its bids fairly uniformly across a large number of licenses. In fact Comcast started with this drastically more concentrated strategy and then tried to drop bids, while AT&T also began to drop most of its bids before the end of Stage 1, with both Comcast and AT&T responsible for the dramatic falls in overall bidding eligibility from Round 24 onwards.
What did go as I predicted was that AT&T largely dictated the pace of the auction, reaching a maximum commitment of $7.4B in Stage 1 Round 21, before dropping eligibility rapidly in the latter part of Stage 1 and attempting to exit from all of its bids in Stage 2 and beyond. AT&T was only prevented from achieving this goal because Comcast apparently also got cold feet about being stranded after reaching a maximum commitment of $5.9B in Stage 1 Round 22 (based largely on concentrated bids within the largest PEAs in addition to its more modest bids for a single 5x5MHz block elsewhere).
It is unclear exactly what Comcast’s objective was, but Comcast may have been making these concentrated bids to push up the overall price to reach the reserve (which is measured on average across the top PEAs) in areas which it didn’t want, so that the price in areas it did want would be lower. However, Comcast didn’t want to be stranded and so when AT&T started dropping bids, I assume Comcast panicked and decided that it also needed to get out of those concentrated bids.
So in summary, despite its high exposure during Stage 1, I doubt Comcast really wanted to spend $6B+ on spectrum – instead it just wanted to get a limited 5x5MHz block of spectrum within its cable footprint at the lowest possible cost. AT&T apparently wanted to use its financial resources to game the auction and strand others (Verizon or DISH) with spectrum that they might struggle to put to use. T-Mobile was trying to get at least 10x10MHz of spectrum on a national basis, and succeeded, albeit with no other wireless operators now present to help ensure a quick transition of broadcasters out of the band. DISH also seems to have set out from the beginning to buy a national 10x10MHz block, with Ergen going all in on spectrum, presumably because he believed this spectrum would be cheap and could provide leverage for a subsequent deal. And finally, several speculators decided to acquire a more limited set of licenses that they hoped they could sell on to AT&T or Verizon at a later date, which now looks like a rather unwise bet.
Of course the most important, and puzzling, question is why did DISH set out to buy another 20MHz of spectrum when it already has a huge amount of spectrum that it has not yet put to use (and DISH’s current plan for that spectrum is a low cost IOT network to minimize the cost of meeting its March 2020 buildout deadline)? It seems Ergen concluded that this spectrum would either sell for a low price because of the sheer amount of spectrum available or (if AT&T and Verizon both turned up and wanted 20MHz+ of spectrum) then he could push up the price and make life difficult for T-Mobile just as in the AWS-3 auction. It turned out to be the former, but Ergen may not have expected AT&T to drop its bids at the end of Stage 1, which has resulted in both AT&T and Verizon likely having no long term interest in acquiring spectrum in this band (and potentially even an opportunity to push out the time period over which this spectrum is put to widespread use).
That leaves DISH with less leverage rather than more, because now DISH has spent so much on spectrum it can’t credibly play the role of disruptor in upcoming industry consolidation (either by building or buying) and instead Ergen has to wait for operators to come to him to buy or lease his spectrum. DISH may now want to shift into the role of neutral lessor of spectrum to all comers, but it seems unlikely that AT&T and Verizon will be prepared to enable that, while T-Mobile and Sprint now both have plenty of their own spectrum to deploy.
Instead it seems probable that Ergen might end up attempting to find other potential partners outside the wireless industry, but with cable companies are unlikely to deploy a network from scratch, he may have to return to Silicon Valley. However, with Google already having said no to a deal with DISH, the list of possibilities there is also pretty short. So yet again, we may end up with DISH on the sidelines, overshadowing, but ultimately not having much influence on the wireless dealmaking to come, whether that is a merger between a cable company and a wireless operator, or an attempt to get approval for a merger of T-Mobile and Sprint.
Is it too soon to ask whether another trip to the bankruptcy court is now a possibility for Ligado? Pressure is growing from all sides for Ligado’s proposed changes to its spectrum plans to be turned down by the FCC, culminating in yesterday’s op-ed in The Hill by former FCC Commissioner McDowell.
He noted that back in 2010 “the FCC pivoted away from physics and toward politics in making an ill-conceived decision that fundamentally endangered aviation safety and the operation of vital military equipment” and suggested that “Ligado…hasn’t changed its tactics, is pushing hard and is hoping today’s policymakers have short memories. It won’t succeed.” Most importantly, he states “the essence of the science behind their arguments hasn’t changed: Ligado’s plan still causes harmful interference to already-licensed neighbors such as satellite services providers, NOAA’s weather service and the aviation industry.”
It is particularly ironic that McDowell is adopting such an strident tone, when he served as an expert witness for LightSquared’s special committee and testified in the first bankruptcy confirmation hearing back in March 2014 that he believed the FCC will approve LightSquared’s applications by the end of 2015. He was quoted at that time as stating:
“The issues have been before the FCC for a long time. We’re almost two years away from the end of 2015, and that is more than ample time to come up with technical solutions. One component of their decision is resolution of this bankruptcy, it will be a huge issue off the checklist for the FCC. Once that’s behind us, the commission will act with alacrity.”
However, he’s not the only heavyweight opponent that Ligado is facing, with the American Meteorological Society and the American Geophysical Union urging the (previous) Secretary of Commerce back in December “to encourage the FCC to reject Ligado’s sharing proposal [for the 1675-80MHz band] outright without establishing a further FCC Notice of Proposed Rulemaking on this matter.”
Iridium has also shifted its position, from one of negotiating a compromise with Ligado over the uplink band to now telling the FCC that “Iridium’s technical analysis makes clear that a Ligado terrestrial network is virtually certain to cause substantial interference to Iridium users” so “absent an agreement in which Ligado sufficiently modifies its proposed ATC operations to avoid interference with the long-established Iridium services in the adjacent band, the Commission should deny Ligado’s effort to convert its operations in the 1627.5-1637.5 MHz band to a terrestrial wireless broadband service.”
Finally, by all accounts, last week’s Department of Transportation workshop for its Adjacent Band Compatibility (ABC) study was a train wreck for Ligado, with the DOT taking a very hard line on avoiding any possibility of interference, no matter how unlikely, and thereby insisting on extremely onerous power limits for Ligado’s operations, while Ligado continued its Sisyphean task of criticizing the 1dB C/N0 interference limit, which all other parties insist on using.
Moreover, last Friday Ligado filed an ex parte with the FCC indicating that for the 1526-1537MHz band “applying the model developed in consultation with the FAA and other stakeholders to potential tower sites has produced power ranges of 9 to 13 dBW EIRP” compared to the 32dBW Ligado originally proposed in its license modifications. Thus even if Ligado could resolve its issues with the DOT (which could ultimately restrict the transmitted power to an even lower level), the FAA model will make this part of the spectrum band at best only usable for small cells, and severely limit its value to any purchaser.
In summary, all the major components of Ligado’s potential spectrum portfolio now face significant challenges:
1) the FAA will severely limit the power levels in the 1527-37MHz downlink band, and the DOT may further constrain (or even effectively block) these operations;
2) the Earth science community is working to block an auction of the 1675-1680MHz NOAA spectrum, which is integral to Ligado’s other downlink band (1670-1680MHz);
3) Iridium is attempting to block use of the 1627.5-1637.5MHz uplink band which would be paired with 1670-1680MHz; and
4) The remaining uplink band (1647-1657MHz) is too close to 1670-1680MHz for it to be effectively paired (so it would only be used for the 1527-1537MHz low power downlinks).
So its quite plausible that the Reuters article a few weeks ago about Ligado hiring Goldman Sachs and PJT Partners to “consider a potential sale or new investment,” which were immediately followed by widespread rumors about whether DISH could buy into Ligado, was an attempt to boost Ligado’s credibility before all this bad news emerged.
But where do we go from here? Ligado still has some available cash, which could last well into next year, and permit the lobbyists to continue their work. However, unlike under past administrations, it may no longer be possible to just put off a difficult decision, because Chairman Pai has recently pledged that the FCC will follow Section 7, and supply an answer on petitions or applications for a new technology or service within one year. Ligado’s application and petition were put on public notice on April 22, 2016, so it is entirely possible that we could now see a yes or no ruling from the FCC within the next three weeks.