Verizon Fields Offers for Phone Lines
Value of Two Packages May Total Up to $8 Billion;
Bigger Focus on Web Services

By DIONNE SEARCEY and DENNIS K. BERMAN


May 10, 2006; Page B4

http://online.wsj.com/article/SB114722393158348471.html?mod=todays_us_marketplace


Verizon Communications Inc. is fielding offers for two big packages of 
traditional telephone lines that could have a combined value of up to $8 
billion, say people familiar with the matter.

The possible sales are part of the New York-based phone giant's strategy to 
delve deeper into the wireless and broadband arenas, while getting out of 
the traditional phone business in U.S. areas that aren't slated for fiber 
upgrades -- which allow the company to sell more Internet-based services -- 
and therefore are less valuable to the company in the long run. But so far 
Verizon's past efforts to sell systems have had limited results.
[Selling Off]

The latest possible deals include a package of access lines in three entire 
states: Vermont, New Hampshire and Maine. These 1.6 million lines could 
carry a value of some $2 billion to $3 billion, people say.

Verizon also has been shopping a package dubbed "GTE North" that comprises 
about 3.4 million access lines in former GTE Corp. territories in Indiana, 
Illinois, Ohio and Michigan. Two people familiar with the matter said they 
could have a value of $4 billion to $5 billion.

The identities of the prospective buyers couldn't be learned. But they 
might include smaller phone companies such as CenturyTel Inc. and Citizens 
Communications Co. Some expect the lines in New England to be shed before 
those in the Great Lakes states based on the interest of potential buyers.

Both companies and Verizon officials declined to comment.

Verizon is undertaking an estimated $20 billion fiber upgrade of its 
network as it seeks to sell more services that are Internet based, rather 
than focus on traditional phone service, which is a shrinking business.

Shedding some of Verizon's roughly 48 million landlines could be important 
as it looks to finance its fiber upgrade as well as pursue buying out 
Vodafone Group PLC's 45% stake in the two companies' joint venture, Verizon 
Wireless. Executives at both companies say that transaction could be worth 
at least $40 billion based on prices in recent wireless transactions, said 
a person familiar with the matter. Vodafone officials, who declined to 
comment, have yet to agree to relinquish their stake.

Still, these soft auctions of traditional lines seem an annual rite for 
Verizon, which has for years mulled big landline sales that haven't 
amounted to much. Verizon sold its Hawaii operations to Carlyle Group two 
years ago for about $1.3 billion. In recent years the company has explored 
the sale of big packages of lines in New York state that ultimately didn't 
result in a deal.

The landline-sale attempts could lead nowhere, particularly because the 
company is considering a unique financial structure. That structure, dubbed 
a "Reverse Morris Trust," helps limit taxes on an asset sale. Under those 
rules, Verizon would simultaneously spin off and merge the business with 
another company. Typically, companies add debt to the spun-off company to 
extract cash.

One crucial requirement of the structure demands that Verizon shareholders 
hold at least 50% of the new company's equity, meaning that Verizon must 
find a buyer who is valued less than the two packages of lines. That leaves 
only a small universe of potential buyers, such as CenturyTel, which has a 
$4.3 billion market capitalization and Citizens, which has a $4.4 billion 
market value.


================================
George Antunes, Political Science Dept
University of Houston; Houston, TX 77204
Voice: 713-743-3923  Fax: 713-743-3927
antunes at uh dot edu



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