Shentel / Sprint LTE - (was ntelos - West & N&W Virginia)

[Lockedtight]

35 minutes ago, Trip said:

Here's hoping T-Mobile passes on the option.

- Trip

 

If they pass on that options what's the next step?  Is that the one where Shentel gets T-mobile's customers?

[Trip]

10 minutes ago, Lockedtight said:

If they pass on that options what's the next step?  Is that the one where Shentel gets T-mobile's customers?

Yes. 

Option 1 is T-Mobile acquires Shentel.  As I understand it, T-Mobile would have to pay a price equal to the value of the entire company, but I'm not clear if that would mean paying an inflated price for just the wireless part of Shentel or if it means they have to buy Shentel outright.  In either case, it would seem to be aimed at making a buy-out unattractive, or at least, that's how I read it.

Option 2 is Shentel can acquire T-Mobile's customers and network in its region at a discount.  If Shentel needs financing to fund it, I believe T-Mobile is obligated to provide it, or at least arrange for it, at a low rate.

Option 3 is neither side decides to spend any money.  In that case, T-Mobile shuts down operations within the Shentel region within two years. 

My preference is definitely for Option 2, though I'd accept Option 3 as well.  My assumption is that Option 2 would lead to a more orderly merging of the networks than Option 3 would, and would imply some level of working together.  It would also allow for Shentel to receive the income from T-Mobile's current customers in the region, however many of those there might be.

- Trip

[dewbertdc]

3 minutes ago, Trip said:

Yes. 

Option 1 is T-Mobile acquires Shentel.  As I understand it, T-Mobile would have to pay a price equal to the value of the entire company, but I'm not clear if that would mean paying an inflated price for just the wireless part of Shentel or if it means they have to buy Shentel outright.  In either case, it would seem to be aimed at making a buy-out unattractive, or at least, that's how I read it.

Option 2 is Shentel can acquire T-Mobile's customers and network in its region at a discount.  If Shentel needs financing to fund it, I believe T-Mobile is obligated to provide it, or at least arrange for it, at a low rate.

Option 3 is neither side decides to spend any money.  In that case, T-Mobile shuts down operations within the Shentel region within two years. 

My preference is definitely for Option 2, though I'd accept Option 3 as well.  My assumption is that Option 2 would lead to a more orderly merging of the networks than Option 3 would, and would imply some level of working together. 

- Trip

I imagine Options 2 or 3 would require Shentel to stop using the Sprint brand.  Does Shentel also use Sprint back office billing and other systems, or do they run their own? 

[davidtm]

What would happen to us Sprint customers under each of those options?

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[Trip]

I've not read the SEC filing lately, so I won't promise I'm 100% correct in case my memory is faulty.  But because these terms are part of the existing affiliate agreement, I would assume that agreement continues to hold until it ends in 2029 (unless renegotiated sooner), including use of the branding and spectrum. 

I know nothing about the billing system.

- Trip

[chamb]

Just now, davidtm said:

What would happen to us Sprint customers under each of those options?

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The Sprint Customers surely have a lot of value.  Nobody would allow them to fade away.  Something will be done.

The best option is for Shentel to continue somehow with this area.  They built a killer network.  Much much better than any other network in this area.  Things will go downhill real fast if Shentel is out of the picture.  

Actually, the Shentel network is so good that the Shentel sites need to be the backbone of the new network.  Add t-mobile spectrum to the Shentel sites.   Shentel is near perfect here and T-Mobile is very very poor.  Shentel can fix that real quick.

[bbostwick8]

Yes. 
Option 1 is T-Mobile acquires Shentel.  As I understand it, T-Mobile would have to pay a price equal to the value of the entire company, but I'm not clear if that would mean paying an inflated price for just the wireless part of Shentel or if it means they have to buy Shentel outright.  In either case, it would seem to be aimed at making a buy-out unattractive, or at least, that's how I read it.
Option 2 is Shentel can acquire T-Mobile's customers and network in its region at a discount.  If Shentel needs financing to fund it, I believe T-Mobile is obligated to provide it, or at least arrange for it, at a low rate.
Option 3 is neither side decides to spend any money.  In that case, T-Mobile shuts down operations within the Shentel region within two years. 
My preference is definitely for Option 2, though I'd accept Option 3 as well.  My assumption is that Option 2 would lead to a more orderly merging of the networks than Option 3 would, and would imply some level of working together.  It would also allow for Shentel to receive the income from T-Mobile's current customers in the region, however many of those there might be.
- Trip

Unfortunately I think we are headed towards option one.


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[JDP121]

Honestly the past 2 - 3 weeks I have seen a big improvement in download speeds even during heavy foot traffic on the Sprint Tower at Fashion Square Mall in Ch’ville. This is the one I’m always connected to at my apartment up the street. Upload speeds still averaging 2.4-5.xx but download speeds use to be around 25 down during heavy foot traffic times and 30-40 download speeds when the load wasn’t so heavy. Where my apartment is I’m always connected to Band 41. I am impressed that the download speeds have made a big improvement lately. 

[bbostwick8]

Yes. 

Option 1 is T-Mobile acquires Shentel.  As I understand it, T-Mobile would have to pay a price equal to the value of the entire company, but I'm not clear if that would mean paying an inflated price for just the wireless part of Shentel or if it means they have to buy Shentel outright.  In either case, it would seem to be aimed at making a buy-out unattractive, or at least, that's how I read it.

Option 2 is Shentel can acquire T-Mobile's customers and network in its region at a discount.  If Shentel needs financing to fund it, I believe T-Mobile is obligated to provide it, or at least arrange for it, at a low rate.

Option 3 is neither side decides to spend any money.  In that case, T-Mobile shuts down operations within the Shentel region within two years. 

My preference is definitely for Option 2, though I'd accept Option 3 as well.  My assumption is that Option 2 would lead to a more orderly merging of the networks than Option 3 would, and would imply some level of working together.  It would also allow for Shentel to receive the income from T-Mobile's current customers in the region, however many of those there might be.

- Trip

Under option one TMo has to pay 90% of the entire company value even though they are only getting the wireless portion of the company. As you said - this is to make a buyout unattractive.

 

Under option two as you said - Shentel has opportunity to buy and legacy customers and equipment in their operating area at a reduced rate (I forget right now - want to say 70 or 80%). TMo also has to provide funding if needed.

 

You are correct for option 3. If nothing happens then the TMo network will be turned down in Shentel’s operating area.

 

 

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[bbostwick8]

I've not read the SEC filing lately, so I won't promise I'm 100% correct in case my memory is faulty.  But because these terms are part of the existing affiliate agreement, I would assume that agreement continues to hold until it ends in 2029 (unless renegotiated sooner), including use of the branding and spectrum. 
I know nothing about the billing system.
- Trip

I’m not sure either. I do know that the Sprint name and logo and everything is on the way out... like soon... if we remain an affiliate we were told To expect TMo branding soon - like ASAP soon. All the back office billing and stuff is handled by Sprint. Shentel has its own customer service call centers.


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[bbostwick8]

Impressive


https://www.speedtest.net/my-result/i/4006430355


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[Galaxyguy]

I switched late last year to T-Mobile and I've noticed T-Mo has done a lot of upgrades in the northern Shenandoah Valley within the past 2 months. I highly doubt they would have done the upgrades if they had any thought they would have to shut down the network within two years. 

Band 71 has been added to many sites in the area and I think I may have found a brand new site active near Winchester Medical Center, unless it's some sort of DAS. I'm not really sure yet. I'm inside the building and have a very strong signal on B66 and B2. 

[chamb]

2 hours ago, Galaxyguy said:

I switched late last year to T-Mobile and I've noticed T-Mo has done a lot of upgrades in the northern Shenandoah Valley within the past 2 months. I highly doubt they would have done the upgrades if they had any thought they would have to shut down the network within two years. 

Band 71 has been added to many sites in the area and I think I may have found a brand new site active near Winchester Medical Center, unless it's some sort of DAS. I'm not really sure yet. I'm inside the building and have a very strong signal on B66 and B2. 

Some of the things I see and hear about what T-Mobile has been doing makes me think that they might be one big screwed up organization.  I hope I am wrong, but so far, things are not looking good.

[Trip]

I was 10 minutes late to tuning into the Shentel call this morning and missed the discussion of the merger.  I'll circle around and listen to the beginning again once it's over and the audio is made available.

- Trip

[bbostwick8]

I was 10 minutes late to tuning into the Shentel call this morning and missed the discussion of the merger.  I'll circle around and listen to the beginning again once it's over and the audio is made available.
- Trip

No real new information.


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[Trip]

I was surprised that they didn't clarify whether or not they would be rebranding as T-Mobile before the end of the Option 1 period.  (Or if they did, I didn't hear it.)  I thought that would be something we would know before... Sunday.

- Trip

[bbostwick8]

I was surprised that they didn't clarify whether or not they would be rebranding as T-Mobile before the end of the Option 1 period.  (Or if they did, I didn't hear it.)  I thought that would be something we would know before... Sunday.
- Trip

Yeah it’s all up in the air. Everyone is left In the dark... feel bad for the stores. As of Aug 2 Sprint rate plans will be non existent so I don’t know what they’ll be selling.


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[davidtm]

And still no resolution to the status of Shentel (and us customers on that network)?

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[bbostwick8]

And still no resolution to the status of Shentel (and us customers on that network)?

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Not yet


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[Trip]

1 hour ago, davidtm said:

And still no resolution to the status of Shentel (and us customers on that network)?

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I wouldn't expect to hear anything until at least September.  If we make it to September 30 without hearing anything, then I'm going to assume Shentel remains in business as an affiliate, as I would assume a buy-out under Option 1 would be announced within a month of the end of the Option 1 period.  (But I am also not a financial expert, so that may not be a valid assumption, either.)

In any case, I would assume that we would hear about an Option 1 buy-out in the 3Q earnings call at the latest, presumably at the end of October.

- Trip

[Mr.Nuke]

On 7/7/2020 at 1:41 PM, Trip said:

Option 1 is T-Mobile acquires Shentel.  As I understand it, T-Mobile would have to pay a price equal to the value of the entire company, but I'm not clear if that would mean paying an inflated price for just the wireless part of Shentel or if it means they have to buy Shentel outright.  In either case, it would seem to be aimed at making a buy-out unattractive, or at least, that's how I read it.

On 7/9/2020 at 6:51 AM, bbostwick8 said:

Under option one TMo has to pay 90% of the entire company value even though they are only getting the wireless portion of the company. As you said - this is to make a buyout unattractive.

 Entire Business Value itself appears to be a relatively made up term that I've only seen associated with Sprint affiliate agreements.This part isn't accurate. EBV is a defined calculation, and it is Shentel's wireless business only.

[bbostwick8]

 Entire Business Value itself appears to be a relatively made up term that I've only seen associated with Sprint affiliate agreements.This part isn't accurate. EBV is a defined calculation, and it is Shentel's wireless business only.

*Shrug* That’s what we were told in the company meeting.


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[Mr.Nuke]

5 minutes ago, bbostwick8 said:

*Shrug* That’s what we were told in the company meeting.


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I actually stumbled on the affiliate agreement tonight in edgar (I was surprised to find it). Note what goes into the calculations on 11.7.2 and 11.7.3 and especially what doesn't in 11.7.3 (e)

Quote

13.	Entire Business Value.  Section 11.7 of the Management Agreement is deleted in its entirety and replaced with the following:

 

11.7                        Determination of Entire Business Value.

 

11.7.1                  Appointment of Appraisers.  Sprint PCS and Manager must each designate an independent appraiser within 30 days after giving the Purchase Notice under Exhibit 11.8.  Sprint PCS and Manager will direct the two appraisers to jointly select a third appraiser within 15 days after the day the last of them is appointed.  Each appraiser must be an expert in the valuation of wireless telecommunications businesses.  Sprint PCS and Manger must direct the three appraisers to each determine, within 45 days after the appointment of the last appraiser, the Entire Business Value.  Sprint PCS and Manager will each bear the costs of the appraiser appointed by it, and they will share equally the costs of the third appraiser.

 

11.7.2                   Manager’s Operating Assets.  For purposes of determining the Entire Business Value (as hereinafter defined), the following assets shall be included in the Operating Assets (as defined in the Schedule of Definitions😞

 

(a)

network assets, including all personal property, real property interests in cell sites and switch sites, leasehold interests, collocation agreements, easements, and rights-of-way;

 

(b)

all of the real, personal, tangible and intangible property and contract rights that Manager owns or uses in conducting the business of providing the Sprint

---

PCS Products and Services (including, without limitation, Manager’s right to use the LTE Data Core and to use Brands under the Trademark License Agreements), including the goodwill resulting from Manager’s customer base;

 

(c)

sale and distribution assets primarily dedicated (i.e., at least 80% of the revenue is derived from the sale of Sprint PCS Products and Services) to the sale by Manager of Sprint PCS Products and Services.  For example, a retail store that derives at least 80% of its revenue from the sale of Sprint PCS Products and Services is an Operating Asset.  A store that derives 65% of its revenue from Sprint PCS Products and Services is not an Operating Asset;

 

(d)

customers using the Sprint PCS Products and Services;

 

(e)

handset inventory;

 

(f)

books and records of the wireless business, including all engineering drawings and designs and financial records; and

 

(g)

all contracts used by Manager in operating the wireless business including backhaul service agreements, service contracts, interconnection agreements, distribution agreements, software license agreements, equipment maintenance agreements, sale agency agreements, and contracts with all equipment suppliers.

 

For the avoidance of doubt, references in this Section 11.7 to “Sprint PCS Products and Services” shall also include products and services that have been not been designated as Sprint PCS Products and Services, but which Manager and Sprint PCS have agreed to treat as Sprint PCS Products and Services for purposes of the Management Agreement.

 

11.7.3                   Entire Business Value.  Utilizing the valuation principles set forth below and in Section 11.7.4, “Entire Business Value” means the fair market value of Manager’s wireless business in the Service Area, valued on a going concern basis.

 

(a)

The fair market value is based on the price a willing buyer would pay a willing seller for the entire on-going business in a change of control transaction.

 

(b)

The appraiser will use the then-current customary means of valuing a wireless telecommunications business.

 

(c)

The business is conducted under the Brands and existing agreements between the parties and their respective Related Parties.

 

(d)

Manager has continued access to the spectrum and the frequencies actually used by Manager under this Agreement.

 

---

(e)

The valuation will not include any value for the business represented by Manager’s Products and Services or any business not directly related to Sprint PCS Products and Services.

 

11.7.4 Calculation of Entire Business Value. The Entire Business Value to be used to determine the purchase price of the Operating Assets under this agreement is as follows:

 

(a)

If the highest fair market value determined by the appraisers is within 10% of the lowest fair market value, then the Entire Business Value used to determine the purchase price under this agreement will be the arithmetic mean of the three appraised fair market values.

 

(b)

If two of the fair market values determined by the appraisers are within 10% of one another and the third value is not within 10% of the other fair market values, then the Entire Business Value used to determine the purchase price under this agreement will be the arithmetic mean of the two more closely aligned fair market values.

 

(c)

If none of the fair market values is within 10% of the other two fair market values, then the Entire Business Value used to determine the purchase price under this agreement will be the middle value of the three fair market values.

 

https://www.sec.gov/Archives/edgar/data/354963/000114036115031058/ex10_2.htm

[JDP121]

Just a little FYI since I’m in the Shentel Market. 
Ended up paying off the last 3 or 4 payments I had left on my iPhone XS Max yesterday (8/4/20). Started a chat with support so I could get it unlocked. Had to go through a few extra hoops to get it unlocked. My guess the extra steps were because of Sprint & T-Mobile  Employees are getting use the merger stuff. But it’s totally unlocked now. 

[davidtm]

Is that recommended for us in Shentel territory? Would that smoothe the transition?
(Pixel 3a here)

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