Verizon plans to buy out Vodafone stake in Verizon Wireless

Verizon Communications Inc has hired advisers to prepare a possible $100 billion cash and stock bid to take full control of Verizon Wireless from joint venture partner Vodafone Group Plc, two people familiar with the matter said on Wednesday.

Verizon, which already owns 55 percent of Verizon Wireless, has not put a proposal forward to Vodafone yet but it has hired both banking and legal advisers for a possible bid, the sources said.

Verizon hopes to start discussions with Vodafone soon for a friendly deal but is prepared to take a bid public if the British company does not engage in talks, one of the sources added.

There are no guarantees that Vodafone will be interested in a deal or that any bid will materialize, the sources said.

Over the past decade, Verizon has made little secret of its wish to buy out its British partner from the joint venture, which is the No. 1 U.S. wireless carrier. The sources said that Verizon now is ready to push aggressively for a deal.

Verizon, benefiting from record low interest rates as well as its own strong stock price, is confident that the company can raise about $50 billion of bank financing, the sources said. It plans to pay for the rest of the deal with its own shares, they added. The sources asked not to be named because the discussions are confidential.

Verizon's board is expected to discuss details of a potential Verizon Wireless buyout next week at a regularly scheduled meeting being held ahead of the company's annual shareholder meeting, one of the sources said.

Verizon spokesman Bob Varettoni declined to comment, but pointed to the U.S. telephone company's statement earlier this month, in which it said it would be a willing buyer of Vodafone's share of their Verizon Wireless venture.

Analysts have said a sale of Verizon Wireless would enable Vodafone to return cash to shareholders, purchase fixed-line assets in Europe or potentially make the company an attractive takeover target for other telecom giants such as AT&T Inc.

Taking full ownership would give Verizon, which is reliant on the Verizon Wireless operations for growth, a lot more flexibility with the cash generated from the wireless business.

Verizon came close to doing a deal in 2004, when Vodafone tried to buy AT&T Wireless but lost the auction to Cingular. That deal would have allowed Vodafone to bring its brand across the Atlantic and would have required it to sell its 45 percent stake in Verizon Wireless.

Any deal now, if it were to happen, would come at a time when the telecommunications industry has seen a fresh round of consolidation attempts. MetroPCS Communications Inc shareholders voted on Wednesday to approve a merger with No.4 U.S. wireless service provider T-Mobile USA, a unit of Deutsche Telekom AG.

The merger came after Deutsche Telekom's 2011 effort to sell T-Mobile to AT&T for $39 billion got blocked by U.S. antitrust regulators. Verizon would be unlikely to face any similar obstacles in a Verizon Wireless buyout.

Meanwhile, Dish Network Corp, the No.2 U.S. satellite TV provider, last week offered to buy wireless service provider Sprint Nextel Corp for $25.5 billion in cash and stock, challenging a proposed deal between Sprint and Japan's SoftBank Corp.

Tax structure
One of the main sticking points to a deal so far has been the perception that Vodafone could incur a tax bill of around $20 billion if it sells its holding, meaning Verizon would have to pay a high price to make it worthwhile for the British company.

But the sources said any deal would be structured in such a way that the eventual tax bill would likely be $5 billion or less. Verizon Chief Financial Officer Fran Shammo said last week that he was extremely confident it could purchase the Vodafone stake without any major tax implications. He did not elaborate on how this would work.

Verizon's shares have risen about 20 percent so far this year as its wireless business has been easily outperforming its smaller colleagues in terms of profitability and customer growth, and amid rising hopes that it will purchase the rest of Verizon Wireless. Investors say the conditions for a deal have improved because of Verizon's strong results, its share price gains, and low interest rates.

Any deal that includes such a large stock component may, though, mean dilution for Verizon Communications shareholders.

So far this year, Vodafone's shares have risen about 23 percent after lagging in the final few months of 2012. The recent gains have been attributed by analysts to hopes that it will sell the stake to Verizon.

© Thomson Reuters 2013