Obbligazioni societarie HIGH YIELD e oltre, verso frontiere inesplorate - Vol. 2 (3 lettori)

gionmorg

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Sprint’s planned merger with T-Mobile is credit positive
On Sunday, Sprint Corporation (B2 review for upgrade) and T-Mobile US Inc. (T-Mobile US), which issues debt via its T-Mobile USA, Inc. (Ba2 stable) unit, said that they had agreed to merge in an all-stock transaction at an exchange ratio of 9.75 Sprint shares for each T-Mobile US share. The planned transaction is credit positive for Sprint because it will reduce leverage and improve its market position in the US wireless market. Following the announcement of the deal, we placed Sprint’s ratings on review for upgrade. The two companies expect to close the merger by no later than the first half of 2019, provided they secure the necessary regulatory approvals. Under the terms of the planned transaction, Sprint will become a wholly owned subsidiary of T-Mobile USA, Inc., which will remain a wholly owned subsidiary of its parent, T-Mobile US. Deutsche Telekom AG (Baa1 negative), SoftBank Group Corp. (Ba1 stable) and public shareholders of TMobile US and Sprint will own the equity of the combined T-Mobile US/Sprint entity (New T-Mobile). SoftBank will grant a proxy to vote its New T-Mobile shares to Deutsche Telekom. We do not assume any credit support from the financial strength of Deutsche Telekom or SoftBank. On its own, Sprint faces intense competitive challenges and projected negative free cash flow (excluding cash realized from securitizations) through 2020. On a pro forma basis under New T-Mobile ownership, Sprint would benefit from reduced operating and capital investment costs and lower Moody’s-adjusted debt/EBITDA approaching the low-4x range, down from 4.6x as of 31 December 2017. In addition, Sprint would realize improved liquidity, greater operating scale, a more extensive asset base and stronger market positioning in the US wireless market. Under the pro forma New T-Mobile capital structure, we expect unsecured debt at Sprint, Sprint Communications, Inc. (B1 review for upgrade) and Sprint Capital Corporation (B3 review for upgrade), as well as the lease payments supporting the spectrum notes, to receive downstream unsecured guarantees from T-Mobile US and T-Mobile. Based on the current proposed transaction structure, ratings of Sprint's senior unsecured debt class likely would be one notch above its existing B2 corporate family rating, increasing to B1 from the current B3 rating owing to lower debt leverage, improved liquidity and downstream guarantees from T-Mobile US and T-Mobile. For T-Mobile, the planned merger is credit neutral despite an increase in leverage because the merger would accelerate network transformation, fortify competitive positioning and bolster sustainable cash flow generation within a few years of transaction close. We expect T-Mobile’s Moody’s-adjusted debt/EBITDA to increase to 4.9x one year after the merger’s completion from 3.4x as of 31 December 2017, before declining toward 4.2x about two years after closing and falling below 4.0x thereafter. We estimate that free cash flow will be negative in the first year before turning positive thereafter, with meaningful growth potential in the third year and beyond.
 

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