Anthony J. Pennings, PhD

WRITINGS ON DIGITAL STRATEGIES, ICT ECONOMICS, AND GLOBAL COMMUNICATIONS

HOW THE US MOBILE INDUSTRY CAME TOGETHER, PART III: JUNK BONDS CONSOLIDATE THE NETWORK

Posted on | October 6, 2019 | No Comments

Prosperity is the sum of financial technology times the sum of human capital plus social capital plus real assets. P=ΣEFT (DHC+ESC+ERA)
– Michael Milken

This post is the third on how the mobile industry emerged in the US. The first installment talked about how AT&T ceded the wireless opportunity to the local telephone companies when they were broken up in the early 1980s. The second post talked about how the regulatory dynamics during that time resulted in a bifurcated market structure when the FCC dedicated equal radio spectrum to landline RBOCs and non-landline bidders in an auction. The below looks at how an alternative funding system emerged to help partially consolidate the industry and return AT&T to telephony dominance via radio spectrum dedicated to non-wireline mobile.

In 1986, McCaw Cellular approached financier Michael Milken for capital to compete against AT&T with a wireless network. The McCaw family wanted the money to purchase cellular licenses and to buy MCI Wireless for nearly $2 billion. McCaw Cellular Communications was later sold to AT&T Wireless Services in 1994, combining the nation’s biggest cellular carrier with the largest long-distance telephone company.

Milken, formerly of the defunct investment firm Drexel Burnham Lambert, was one of the most controversial financiers in modern history. Convicted and jailed in the early 1990s from charges brought on by US Attorney for the Southern District of New York Mayor Rudy Giuliani. Milken became the poster-boy for the financial greed of the Reagan era due to work with high-yield “junk” bonds. Milken started with the oil industry, and she began to shift his focus towards media and the building of “information highways.”

By raising funds for a variety of new media companies such as CNN’s satellite news network, TCI’s cable television network, and MCI’s alternative fiber optics-based telecommunications system, that were taking advantage of new technologies. He and his colleagues piped some $26 billion into the emerging information industries and its leading companies such as Cablevision Systems, CNN, MCI, Metromedia, News Corporation, Time Warner Cable, and Viacom.

McCaw Cellular started in 1981 when McCaw came across an AT&T projection about the future of cellular telephony. While it predicted less than a million subscribers by the start of the 21st century, McCaw was intrigued as he knew the value and dynamics of subscribers from his success with cable television. Radio licenses for the cellular spectrum were being sold at less than $5 per “pop.” He decided to purchase licenses in some of the largest markets.

By 1982, the Federal Communications Commission (FCC) began to recognize the potential of wireless technology. The federal agency began to define Cellular Market Areas (CMA) and assign area-based radio licenses. They determined 306 metropolitan statistical areas (MSA) and 428 rural service areas that could be assigned radio frequencies and auctioned off. The FCC wanted to promote competition, so it gave 20 MHz of the radio spectrum (RSA) it had allocated to cellular in each area to two market segments. The FCC’s 1981 Report and Order specified that half would go to the local landline telephone companies in each geographical area and the other to interested “nonwireline” licensee companies by lottery. [1]

In January of 1985, Pacific Telesis, a West Coast landline RBOC, announced that it wanted to expand its cellphone business. Its target was CellNet’s interest in a San Francisco license. A month later McCaw asked the FCC to block Pacific Telesis. It argued the big RBOC had no incentive to provide good cellular service since it would compete with its land services. It also filed suit in the California Supreme Court to block the Pacific Telesis purchase. The lawsuit caused widespread uncertainty about the wireless industry.

One of the first big companies to abandon the cellular industry was MCI. After losing the Los Angeles license and consequently setting back its plan for a national network, MCI decided that it wanted to sell its cellular interests. McCaw would lose the lawsuit the next year, but the attempt would keep several nonwireless companies out of the wireless business, and in the meantime, the uncertainty would keep POP prices cheap.

MCI shunned a McCaw deal at first, thinking they would not have the money. In August MCI nearly completed an agreement with American Cellular Communications Corporation (ACCC) but after discovering that BellSouth heavily financed the company, it ended the negotiations. McCaw was back in, and soon inked a deal with MCI, but it needed significant financing. In the Fall of 1985, McCaw took a health sabbatical while the company searched for capital to complete the MCI deal.

McCaw needed some $225 million to buy parts of MCI’s wireless and paging businesses, and gain a stronghold in the cellular business. In the spring of 1986, Salomon Brothers approached McCaw with the promise to provide funding, but came up painfully short as the MCI deadline approached. After several months of prefatory research, the famed Wall Street financial operator could only raise $4.5 million.[2] The McCaw executives were beginning to worry that MCI might back out if they failed to deliver payment in time. With POP prices rising again, McCaw needed to secure the deal with MCI and pursue other acquisitions as well. Desperate for the needed capital, McCaw executives visited Michael Milken.

The visit to Drexel was famous for Milken’s opening statement, “You guys needed brain surgery and went to a bunch of veterinarians.”[3] The king of junk bonds was prepared. He proceeded to recount for the McCaw executives (Craig McCaw was on a health sabbatical) why Salomon Brothers had approached them for funding, and why they were not successful. He then asked how much they needed. To their reply of $225 million, he responded, “The first thing we need to do is increase the size of the deal. We’ll go for $250 million.”[4] Hearing of the Milken meeting, Craig McCaw endorsed the new direction wholeheartedly, preferring to take on the debt load rather than giving up control and equity in a joint venture. But the funding had to be in place before the July 3rd deadline, just weeks away. Otherwise, MCI could renegotiate the price, or worse, change their minds.

The summer of 1986 was a dynamic one for the wireless industry. Emboldened by the potential Drexel funding, the McCaw team launched a campaign to expand their cellular holdings dramatically. This included buying 9 million POPs throughout the Southern states in cities like Jacksonville and Memphis.
The FCC had also given another 10 Mhz to each market segment.[5] Just days before Drexel bond closing, Southwestern Bell and Metromedia announced a deal at $45 a POP, two and half times more than McCaw’s current contracts. If Milken could not deliver, and the MCI deal went into default, McGowan and company would certainly restructure the deal beyond McCaw’s financial capabilities.

On the crucial day, McCaw executives went to MCI headquarters with Milken’s assurance that the bond sale had closed successfully the day before. But they still needed to deliver the money, an act that depended on multiple electronic wire transfers. As 3 PM approached, still no word from the MCI treasurer. Then at 3:25 PM, the word came, the money had arrived, and the deal had closed.

McCaw was soon propelled into the number one cellular company in the US. Armed with the Drexel war chest, the McCaw team scoured the country for additional deals. Returning from a sabbatical in September 1986, McCaw put the cable business up for sale and began to focus exclusively on cellular. Taking advantage of their experience with the Counter-Alliance and Big Monopoly Game, they contacted the licensees they had been working with to see if they could buy them out. “By the summer of 1987, just before the IPO, McCaw owned licenses covering 35 million POPs in 94 markets—nearly twice as many POPs as the second biggest nonwireless company, LIN Broadcasting, which had 18 million.”[6]

When McCaw Cellular Communications went public in late 1987, they made a fortune. The decision to use junk bonds was figured to have saved the owners nearly US$1.2 billion. By going with debt instead of dispersing equity, not only did the McCaws retain their ownership, but also their control, flexibility, and independence.

Drexel raised nearly $2 billion for McCaw Wireless, and in return made approximately $45 million for itself.[7] McCaw was bought by AT&T in September 1994 and the McCaw family wound up as AT&T Wireless Services, Inc.’s biggest owners with over $2 billion in the company’s stock.[8] Craig McCaw and his brothers amassed a fortune of $6.4 billion by the summer of 1998.[9]

Notes

[1] Hell, R. (1992) Competition in the Cellular Telephone Service Industry. Diane Publishing Co, Darby, PA.
[2] McCaw choice of Drexel over Salomon Brothers from O. Casey Corr’s (2000) Money from Thin Air. p. 138. The figure of how much Salomon Brothers raised has been quoted as long as $2 million by James B. Murray, Jr. (2000) Wireless Nation: The Frenzied Launch of the Cellular Revolution in America. Cambridge, MA: Perseus Publishing. p.200.
[3] Brain surgery quote from James B. Murray, Jr. (2000) Wireless Nation: The Frenzied Launch of the Cellular Revolution in America. Cambridge, MA: Perseus Publishing. p.201.
[4] $250 million quote from James B. Murray, Jr. (2000) Wireless Nation: The Frenzied Launch of the Cellular Revolution in America. Cambridge, MA: Perseus Publishing. p.201.
[5] Hell, R. (1992) Competition in the Cellular Telephone Service Industry. Diane Publishing Co, Darby, PA.
[6] 35 million POPs quote from James B. Murray, Jr. (2000) Wireless Nation: The Frenzied Launch of the Cellular Revolution in America. Cambridge, MA: Perseus Publishing. p.205.
[7] McCaw raising of money at Drexel from O. Casey Corr’s (2000) Money from Thin Air. p. 140.
[8] McCaw ownership of ATT from O. Casey Corr’s (2000) Money from Thin Air. p. 226.
[9] McCaw fortune from FORBES.COM, “Craig McCaw – The Wireless Wizard of Oz”. 6/22/98. Accessed on February 12, 2004. Figures are for 1998 when the prices of stocks were quite high.

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AnthonybwAnthony J. Pennings, Ph.D. is Professor and Associate Chair of the Department of Technology and Society, State University of New York, Korea. From 2002-2012 was on the faculty of New York University. Previously, he taught at Hannam University in South Korea, Marist College in New York, Victoria University in New Zealand. He keeps his American home in Austin, Texas and has taught there in the Digital Media MBA program atSt. Edwards University He joyfully spent 9 years at the East-West Center in Honolulu, Hawaii.

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    Professor and Associate Chair at State University of New York (SUNY) Korea. Recently taught at Hannam University in Daejeon, South Korea. Moved to Austin, Texas in August 2012 to join the Digital Media Management program at St. Edwards University. Spent the previous decade on the faculty at New York University teaching and researching information systems, media economics, and strategic communications.

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