Verizon seen having clear path to funds for Vodafone deal

Thu Apr 25, 2013 2:02pm EDT

LONDON/NEW YORK, April 25 - Verizon would likely have little trouble rustling up $50 billion or more in the debt markets to help fund the full buyout of Verizon Wireless from UK partner Vodafone, bankers and analysts said on Thursday.

Two sources told Reuters that Verizon Communications is mulling a 50:50 cash and stock bid of around $100 billion for the 45 percent stake in Verizon Wireless it does not already own.

Demand for investment-grade debt is proving almost limitless in the current environment, and Verizon could expect a warm welcome from investors - even with such a large fund-raising.

"Fifty billion dollars is certainly not impossible, especially if the company planned to take that out over the space of two to three years," said one London-based bond banker.

Although Verizon's A3/A-/A ratings would almost surely be downgraded if the company re-leveraged to finance the buyout, it would likely still be strong enough to attract interest from institutional investors.

"Verizon has already said it is happy to take a notch or two downgrade, so it already feels like they are warming up," said Patrick McCullagh, head of EMEA credit research at investment manager Schroders.

"In an environment where pretty much every capital market is flooded with cheap liquidity, it is possible," he said. "The numbers do stack up. Debt financing has never been so cheap."

BIG AND COMPLEX

A fund-raising of the size that Verizon might need for the buyout would likely involve a complex mix of loans, stocks and bonds, with the latter potentially issued across multiple currencies and maturities.

No company has raised more in a dollar-only single bond deal than the $14.7 billion Abbott Laboratories spin-off AbbVie raised on November 5 last year.

"One of the questions we often get asked is: how big is the market for one single offering?" the head of debt capital markets at a major Wall Street firm told IFR.

"We tend to think that if you opened up every maturity and went to just the US market, that you could get about $20 billion to $25 billion done in a single deal," he said.

"To do a bigger deal than that would require tapping markets in multiple currencies and maturities."

Verizon is already one of the biggest corporate issuers of debt in the United States, with more than $50 billion of bonds outstanding in various currencies.

But analysts are confident it can still handle more debt.

"Ultimately, we believe it could raise ... $50 billion to $60 billion, but would require staggering issuance across at least a 12-24 month timeframe," Barclays credit strategist Danish Agboatwala wrote in a report last month.

The company should also be able to take timely advantage of the red-hot state of the global bond markets.

Roaring investor demand has pushed the costs for issuing debt down to near historic lows, meaning the ideal time to raise such a vast pile of cash is now rather than later.

Yet Verizon's funding target could end up being significantly higher still, if Vodafone shareholders reject the $100 billion valuation of their stake in Verizon Wireless.

Many in the market see the valuation as simply an opening gambit in negotiations over the long-mooted deal, with the actual selling price closer to an eventual $135 billion or so.

"Valuation will need to climb much higher to create an outcome acceptable to (Vodafone) shareholders," UBS analysts said in a note to clients on Thursday morning.

It said $100 billion was "nowhere close to the level at which (Vodafone) can consider a deal".

MORE AND MORE

The higher price tag for the remaining stake in the biggest US mobile operator could mean more than doubling the debt burden for a company already carrying around some $52.9 billion of debt on its books.

While that might make some investors think twice, many observers think that Verizon would have the ability to pay down much of the debt in relatively short order, especially given the positives of the US wireless operation.

"We have a good degree of confidence in the strength of the wireless business," said John Culver, a senior telecoms strategist at Fitch Ratings.

"We believe that Verizon would have the capacity to pay down a significant amount of debt in the short term," he said.

One potential sticking point is the possible $20 billion capital gains tax that Vodafone could face.

A person familiar with the situation told Reuters that the two companies have previously held high-level talks to discuss how any deal could avoid incurring the tax.

McCullagh from Schroders and a London-based fund manager each said that the best way to address the tax issue might be for Verizon simply to buy Vodafone altogether.

"It would make more sense to buy all of the company and then spin off parts later on, than to pay over the odds for the wireless stake just to cover Vodafone's tax bill," McCullagh said.

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