What will LightSquared announce at CTIA?

Posted in Financials, ICO/DBSD, LightSquared, Operators, Spectrum, TerreStar at 10:10 am by timfarrar

Today FierceWireless has confirmed that Nokia Siemens Networks will be “cut loose” by LightSquared and that LightSquared is instead basing its plans on completing a network sharing agreement with Sprint. Sprint’s has today also provided some limited detail on this issue, noting that “it is ‘technically feasible and possible’ to support different spectrum from a wholesale partner on its network”, but that “any wholesale deal would depend on how much Sprint had to pay to rent the spectrum versus what it makes on the eventual service”. This seems to imply that part of the deal would involve Sprint potentially leasing some of the LightSquared spectrum (perhaps as compensation for the hosting fees?), although it is uncertain if there would be a committed cash payment from Sprint to LightSquared and who would fund any incremental buildout costs.

Intrigiungly, FierceWireless also hints that “LightSquared will announce significant news at the upcoming CTIA trade show in Orlando” on March 23, perhaps involving its collaboration with Ericsson. It is rather less clear whether this would also involve a commitment from Sprint on network sharing (given that Sprint has indicated that we should only “expect more news by the middle of the year”), and could end up simply being a confirmation that NSN is out, to be replaced in some form by Ericsson.

It is worth noting that Ericsson is the LTE contractor for MetroPCS, and as I’ve noted previously, MetroPCS needs to decide whether to back the Harbinger/Solus bid for DBSD and TerreStar (as opposed to bidding on its own for TerreStar) by March 15. Thus, even in the absence of any Sprint deal, I would expect to see a tie-up between LightSquared and Ericsson announced at CTIA.

Whether LightSquared will have more to announce is unclear, though the company has previously indicated that it “has an agreement with a major retailer that it will name before the end of March”. However, with Sprint apparently keeping its options open for the time being, it seems more likely that any news will be around the 2GHz band and it may take longer before we find out what is actually going to happen in the L-band.


No Such Network, or a Sprint to the finish?

Posted in Financials, ICO/DBSD, LightSquared, Operators, Spectrum, TerreStar at 5:57 pm by timfarrar

According to Broadband Reports, “things have changed significantly” with Nokia Siemens Networks’ $7B contract to build the LightSquared network, and NSN is now “out of favor” because LightSquared is planning to work with Sprint and its contractors Alcatel-Lucent, Ericsson and Samsung. This appears to confirm my suspicions of a couple of weeks ago, when I noted that NSN was being lukewarm about the LightSquared network build and appeared to have suspended its tower permitting and siting work.

This report confirms MetroPCS’s interest in the 2GHz spectrum controlled by DBSD and TerreStar, although it is unclear whether MetroPCS would bid alone for TerreStar or partner with Solus and Harbinger in a joint bid for both DBSD and TerreStar. It also indicates that a joint build (i.e. spectrum pooling agreement) may be undertaken for the L-band and 2GHz spectrum in conjunction with the Sprint network upgrade.

Of course if Sprint did collaborate with LightSquared then that would “allow for LightSquared to deploy its network much quicker” and at lower cost, because the two companies would work together to develop and deploy cell sites. Sprint also appears to be looking at securing options other than relying on Clearwire for its 4G network, which would presumably mean having at least an option to purchase capacity from LightSquared. However, as I noted last week, the challenge here will be in the financing of the network. There is very unlikely to be any reason for Alcatel-Lucent, Ericsson and Samsung to grant vendor financing to LightSquared, something that was widely expected from NSN. If Harbinger is to fund part of the planned TerreStar/DBSD bid in addition to the LightSquared buildout, then that would be even more of a stretch for its resources.

The most fascinating question is whether Sprint would commit to a joint buildout with LightSquared regardless of the progress of its discussions with T-Mobile and Clearwire and before a resolution of the current GPS interference testing. My initial view on hearing news of the T-Mobile/Sprint negotiations was that these could hold up any decision by Sprint. On the other hand, that news could have been leaked by someone trying to derail a Sprint-LightSquared deal. Certainly Clearwire would suffer from such a deal, and its share price has been on a rollercoaster over the last week, as differing portrayals of Sprint’s intentions have emerged.

Given both the buildout obligations that LightSquared is committed to, and the timescales on which Sprint plans to begin its upgrades, any deal would certainly have to happen very soon, most likely before the resolution of either the T-Mobile/Sprint merger discussions or the current GPS interference testing. If LightSquared has basically fallen out with NSN as Broadband Reports implies, then it looks like it is putting all of its eggs in one basket with Sprint and this may now be the “cornerstone” on which LightSquared’s nationwide LTE ambitions will rest. As a result, it will be very interesting to see how much of a stake Harbinger plans to take in the proposed bid for the DBSD/TerreStar spectrum, and therefore whether that remains a viable backup plan.

You can’t always get what you want…

Posted in Financials, ICO/DBSD, LightSquared, Operators, Regulatory, Spectrum, TerreStar at 10:09 am by timfarrar

But if you try sometimes you might find
You get what you need

With news emerging about early stage talks between Sprint and T-Mobile over a potential combination of the two companies, or some other deal involving Clearwire, it now looks less likely that either Sprint or T-Mobile would be willing to move ahead with any partnership with LightSquared in the near term. However, Harbinger looks rather better positioned with MetroPCS, whose CFO recently described LightSquared as “a wonderful option for us”. MetroPCS has also just raised an additional $1B for “opportunistic” acquisitions of “nationwide” (i.e. MSS) spectrum.

Harbinger and Solus have to formalize their bid for DBSD by no later than March 15, in order for it to be considered as a realistic alternative to the current bid from DISH. In addition, TerreStar Networks’ exclusivity period to propose its own reorganization plan is currently scheduled to expire on March 9, opening up the possibility for Harbinger and Solus to submit their bid for TerreStar at that point.

Given these tight timelines, Harbinger and Solus may now have to move forward in partnership with MetroPCS (assuming a deal can be struck for a joint bid) in an attempt to buy DBSD and TerreStar. The structure of such a venture might not include LightSquared’s L-band operations, given the high value that Harbinger has placed on those assets, plus its (GPS interference) risks and liabilities (to Inmarsat for the L-band spectrum lease). Indeed if Harbinger did ultimately move forward with a separate 2GHz joint venture (based on much cheaper spectrum), it seems more likely that Harbinger would instead seek to distribute its holdings in LightSquared to investors requesting redemptions.

However, clearly Harbinger, Solus and MetroPCS would hope that the FCC will provide a similar waiver of the ATC gating criteria to that recently granted to LightSquared. Whether or not the buildout of a 2GHz terrestrial network then took place in conjunction with LightSquared’s buildout (through the sort of spectrum pooling/network sharing arrangement that has been discussed in the past between LightSquared and TerreStar) would presumably depend on whether and when the L-band GPS interference issues are resolved.


Genus, we hardly knew ye

Posted in Handheld, Operators, Services, Spectrum, TerreStar at 4:11 pm by timfarrar

TerreStar has finally admitted the obvious, and moved to reject its development and supply agreements with Elektrobit, asserting that “any benefit derived from the Agreement is insufficient compared to the relative burden because the Debtors no longer require the services provided under the Agreements”. TerreStar also asserts that “the Debtors do not believe that rejection of the Agreements will affect the TSN Debtors’ enterprise value…nor the TSN Debtors’ current efforts to market the TSN Debtors’ assets”.

This comes as something of a surprise because TerreStar had based its original plan for emergence from bankruptcy upon trying to sell the Genus phone on an ongoing basis, projecting that it would capture 41K subscribers by the end of 2011 and 156K subscribers by the end of 2014, which I noted at the time was a laughable idea. However, at least it shows that the company is now facing reality, given that only a few hundred phones have been sold and reviews of the Genus continue to be mediocre at best.

What I find most astonishing is that we got into this position in the first place, and people thought it was worth spending so much money simply to repeat the lessons of 1999, and prove once again that there simply isn’t “vast global demand” that will “only grow larger” for hybrid satellite-cellular phones. Investors in MSS spectrum assets have now gone through two business plans that turned out to be misguided, firstly that they could quickly flip the spectrum to major wireless carriers before they had even finished building their satellites, and secondly that they could utilize satellite roaming to keep these businesses afloat until demand for the underlying spectrum did emerge. Let’s hope that the current plan, to actually build out a terrestrial network and offer service, works out better than the last two attempts.


Could LightSquared walk away from its agreement with Inmarsat?

Posted in Financials, Inmarsat, LightSquared, Operators, Regulatory, Spectrum at 3:52 pm by timfarrar

It now appears that Harbinger is focusing its energies on the 2GHz MSS band, with the potential assistance of MetroPCS in its $2.6B bid for DBSD and TerreStar. It is therefore interesting to note that LightSquared has a largely unrecognized way to get out of its spectrum agreement with Inmarsat if the uncertainty created by GPS interference makes it impossible to fund that deployment. According to the Cooperation Agreement filed with the SEC in December 2007, either party could terminate the Agreement if a “regulatory change” makes it impossible to renegotiate in a way that maintains “the benefit of the bargain”.

Section 7.3 Regulatory Change. Without limiting any specific provision herein to the contrary, if any court or federal, state or local government authority or international body with jurisdiction orders or takes any action which becomes effective and which requires the termination or material modification of this Agreement to comply with such action or otherwise with Applicable Law (a “Permissibility Determination”), the Parties shall use their respective best efforts to renegotiate this Agreement in good faith and recast this Agreement in terms that are likely to cure the defects caused by the Permissibility Determination while maintaining the benefit of the bargain to the Parties hereunder and to return a balance of benefits to the Parties comparable to the balance of benefits provided by the Agreement in its current terms and otherwise in a manner consistent with this Agreement. If the Parties are unable to recast this Agreement in a manner that cures such defects and otherwise is mutually agreeable to the Parties, this Agreement will terminate, subject to Section 7.4, effective on such date as the Parties’ activities are required to terminate pursuant to the Permissibility Determination.

Section 7.4 Force Majeure. If any Party is affected by Force Majeure it shall immediately notify the other Parties of the nature and extent of the Force Majeure event. No Party shall be deemed to be in breach of this Agreement, or otherwise be liable to another Party, by reason of any delay in performance, or non-performance, of any of its obligations under this Agreement to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other Parties and the time for performance of that obligation shall be extended accordingly. Each Party shall use its reasonable efforts to minimize the effects of or shorten the duration of any Force Majeure event and resume the performance of its obligations under this Agreement as soon as possible. If the Force Majeure in question prevails for a continuous period in excess of one hundred eighty (180) days and prevents any Party from carrying out any of its material obligations hereunder (which for the avoidance of doubt shall without prejudice to the generality of the foregoing include any obligation to pay money in excess of $1,000,000, any obligation to issue stock and any obligation to implement any Spectrum Plan), the Parties shall enter into bona fide discussions with a view to mitigating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable and failing agreement on the same within a further 90 days, any Party may unilaterally and in its absolute discretion terminate this Agreement with immediate effect by notice in writing to the other Parties.

Although Harbinger has invested a great deal in LightSquared to date, it is facing a major battle over GPS interference issues in the L-band. Indeed LightSquared now apparently “concedes there may be some interference to GPS signals which…may require modification to some existing GPS units”. If these problems cause a significant delay in its ability to roll out a terrestrial network in the L-band, it looks like LightSquared would have strong grounds to at least suspend its agreement and payments to Inmarsat, while it focused on rolling out an alternative terrestrial network in the 2GHz spectrum. Of course that would presumably require a waiver from the FCC to allow terrestrial-only devices, similar to the waiver LightSquared was granted in the L-band just a few weeks ago, but at this stage it wouldn’t be a surprise if the FCC came up with such a deal “to save GPS”.

Does MetroPCS want to buy the 2GHz MSS spectrum?

Posted in Financials, ICO/DBSD, LightSquared, Operators, Spectrum, TerreStar at 11:31 am by timfarrar

Today MetroPCS revealed that it plans to raise about $1B to pursue “opportunistic deals” for “more wireless spectrum”. Their CFO also indicated that he is “open and supportive of 4G wholesalers such as LightSquared and Clearwire” and that he “would be interested in buying nationwide spectrum”. Yesterday I questioned where the money would come from for the proposed Harbinger/Solus bid for DBSD and TerreStar and the subsequent network buildout of LightSquared and TerreStar. Today’s announcement from MetroPCS might provide part of the answer, given MetroPCS’s previously expressed interest in TerreStar.

It now seems plausible that MetroPCS could help to fund a Harbinger/Solus bid for both TerreStar and DBSD and even participate in a subsequent network sharing arrangement (perhaps involving both LightSquared and Sprint). It would certainly seem easier to find the $2.6B contemplated in Harbinger and Solus’s court submission if MetroPCS contributed $1B and took a major stake in the consortium. However, the possibility of MetroPCS joining with DISH should not be ruled out at this stage. Either of these options would probably make more sense than MetroPCS bidding for control of just DBSD or TerreStar in competition with Harbinger/Solus and DISH, and would avoid many of the risks currently associated with the L-band interference issues. As a result, it looks like the next two weeks will be filled with even more drama, as we learn more about MetroPCS’s intentions.


Dueling interference tests

Posted in LightSquared, Operators, Regulatory, Spectrum at 4:42 pm by timfarrar

The GPS interference testing conducted by Garmin and submitted to the FCC in January has received widespread publicity due to the “disastrous jamming” it predicted for aeronautical and in-car navigation devices. However, details have now emerged of testing conducted by LightSquared which showed much less of a problem for three smartphones.

The two studies have a number of similiarities (e.g. both conclude that the amount of interference that is needed to make the signal is unusable is about 10dB SNR degration) but come to quite different conclusions about how far from the LightSquared base stations this interference will be experienced. Assuming that the base station power levels at a given distance are equivalent to those given in Figure 1 of the Garmin test (which may be disputed by LightSquared, given that the LightSquared test uses a different setup with two 10MHz channels at 1526-1536MHz and 1545-1555MHz while the Garmin test uses a single 5MHz carrier at 1550-1555MHz), the cellphones would only lose the signal at 100-200 meters from the LightSquared base station, not 1100 meters as the Garmin in-car navigation device did. Obviously this could dramatically reduce the extent of the interference problem.

Indeed we’ve heard from third parties that their own tests showed interference would be experienced “at least several hundred meters away” from a base station, perhaps implying that the real world impact will be somewhere between the LightSquared and Garmin tests. However, it also seems plausible that different devices will have vastly disparate levels of susceptibility to interference, because they use different chipsets, filters, etc. For example, GPS World has highlighted that high-precision GPS users are expected to be disproportionately affected because their devices use a wideband front-end which allows more noise to be received. LightSquared filed a testplan last Friday which notes that one of the next areas to be decided is to “Select the categories of receivers and receivers to be tested” prior to the first progress report to the FCC on March 15 and so it will be interesting to see how wide a range of receivers are to be tested.

In the meantime, the GPS industry is mounting a concerted campaign to overturn the LightSquared waiver and a number of petitions for review have already been filed. One allegation that is common to most of these submissions is that the waiver went beyond the scope of the International Bureau’s delegated authority, and should only have been decided by the full Commission (which would potentially require further comment as well as open any ruling up to Congressional review). LightSquared’s reponse is expected on March 14, with reply comments due on March 29. As a result, there will be a great deal of activity on both fronts over the next four weeks.

Show me the money…

Posted in Financials, ICO/DBSD, LightSquared, Operators, Spectrum, TerreStar at 1:13 pm by timfarrar

The last couple of weeks have been filled with news about LightSquared, with the company first disclosing that it had secured five customers, and then announcing that it had raised $586M to build out its network (despite indicating just a few days earlier that it was “not going to raise more [money] in the short term”). It has also been reported that LightSquared “is in discussions to use Sprint Nextel Corp.’s cell sites and equipment to help build out its network” and that Harbinger’s LightSquared holding is being restructured “to make it easier to make ‘direct investments’” in the company, or alternatively to “manage…redemption requests” so that “Instead of doling out lots of cash, [Harbinger] could give investors a combination of dollars and an interest in the new class of LightSquared shares”.

Most significantly, now comes news that Solus and Harbinger have teamed up to make an alternative offer to buy DBSD and TerreStar, at a total combined valuation for the two companies of $2.6B. Whether or not the “non-binding” bid for DBSD will be considered at today’s court hearing is unclear, as is the timing of when the bid for TerreStar will be made official. This comes after the withdrawal of Echostar’s bid for TerreStar, but at a point when DISH is still trying to get approval for its proposed takeover of DBSD.

Notably, Solus has been interested in both DBSD and TerreStar for a long time, making a DIP financing offer for DBSD back in October 2009 and providing DIP financing to TerreStar Corporation when it filed for bankruptcy in February. Solus has substantial holdings in TerreStar’s Corporation’s preferred shares (86,000 shares of Series B preferred stock) and TerreStar Networks’ 6.5% exchangeable notes, and also holds some amount of TerreStar Networks’ 15% first lien notes, although it is not clear if holds any of DBSD’s second lien notes.

The big question is what Solus and Harbinger would do with the DBSD and TerreStar assets if they were successful in acquiring both companies. This could be a defensive move on Harbinger’s part, seeking to prevent DISH from assembling a spectrum portfolio to compete with LightSquared. However, it could also be an attempt to acquire more spectrum to boost the capacity of the LightSquared network, while it waits for Inmarsat to make the Phase 2 L-band spectrum available in mid-2013, or perhaps even as a backup plan in case any limitations on use of its L-band spectrum result from the GPS interference issues.

The discussions between LightSquared and Sprint appear to be focused on a “network sharing agreement”, which would presumably allow both companies to save money on the costs of their network rollout/upgrades and share backhaul, etc. It is much less clear whether this would involve Sprint committing to purchase capacity from LightSquared, although it might well have the option to do so, and it does not appear that Sprint would become an investor in LightSquared (indeed the money might actually flow in the other direction to pay Sprint for use of its backhaul capacity). Likewise, its rather unclear whether the five customers apparently signed by LightSquared will guarantee a certain level of capacity purchases, or simply have the opportunity to buy capacity once it is available. Some of the mooted partners, such as MetroPCS, apparently envisage a mutual roaming agreement, where again the money might well flow from LightSquared to MetroPCS, at least until LightSquared’s coverage exceeds that of MetroPCS.

All of this brings us back to the question of where the money is going to come from for network buildout at either LightSquared or TerreStar. Back in the first half of 2010, TerreStar had contemplated a spectrum pooling agreement with Harbinger and LightSquared, but this was never consummated, in my view at least partly because it was unclear how a terrestrial network buildout in TerreStar’s spectrum could have been funded. While the recent debt raise at LightSquared is certainly good news, we’re still a long way from seeing some validation of the equity valuation that Harbinger has put on the company. It is also becoming less and less clear whether Nokia Siemens Networks will provide substantial vendor financing for the buildout as was originally expected.

Clearwire was lucky in that much of its original funding was provided by strategic equity investors, such as Intel, Comcast and Google, who (fortunately for Clearwire) were not just considering their return in terms of the increase in Clearwire’s share price. From what we have seen so far, LightSquared may need to rely more heavily on purely financial investors, who would expect to drive a much harder bargain. Perhaps LightSquared would be able to access large amounts of junior debt (as we saw with Iridium and Globalstar in the late 1990s and McCaw Cellular a few years earlier)? However, given the 12% interest rate on what is now $1.5B of first lien debt, any subordinated debt might be extraordinarily expensive, unless LightSquared can strike true take-or-pay contracts with its customers.

Thus the next test for LightSquared will be not only whether it can announce credible customers, but also whether these customers commit either to an equity investment in the company or to some take-or-pay arrangement which can be used to secure funding for the buildout. With LightSquared indicating that it “has an agreement with a major retailer that it will name before the end of March”, this might become clear sooner rather than later.

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