briefing notes for verizon board revie · globalive & wind canada confidential 6/20 3 verizon...

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Buy Vimpelcom stake in Wind Canada and/or buy Mobilicity (estimated cost US $1B) - leveraging a unique situation of willing sellers and cooperative regulator. Of course nuance will be needed in the negotiation process to ensure the best possible price for Verizon ... Enter into partnership/teaming agreement with Globalive to build Verizon Canada and with Accelero to power the Canadian Verizon network - a committed partner that already knows the lay of the land. 1 To continue to not respond to Canadian incumbent posturing - but to initiate roaming dialogues with one of the companies with ‘silence’ as one of the dialogue preconditions - a long history with one incumbent specifically might need to be overlooked. Invest to expand the Mobilicity/Wind network to increase coverage density in key cities and to take up unused Wind licenses to augment cross-border cover at key border sites. In addition, exploit network synergies created by the consolidation. Prepare to buy one or two 700 MHz slots at the forthcoming (Jan 2014) auctions (estimated cost for both ~C$2B). We expect the incumbents may engaged in a scorched-earth bidding and drive spectrum valuations beyond our budgeted allocations in which case we recommend that we buy only one block and hedge by focussing on roaming in the short term (till the 600MHz auction): CONFIDENTIAL 1/20 1 There are, of course, several nuances to the concept of “now”, shall we say in this case “now” = the next few months … Why Canada? Why Now? © SeaBoard Group, 2013. ALL RIGHTS RESERVED Why Canada? Why Now 1 ? (Imagined) Briefing Notes for Verizon Board Review AUGUST 2013 IAIN GRANT +1 514 849 3508, AMIT KAMINER +1 416 413 1636 and LINDSAY SHADDY 1

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Page 1: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

• Buy Vimpelcom stake in Wind Canada and/or buy Mobilicity (estimated cost US$1B) - leveraging a unique situation of willing sellers and cooperative regulator. Of course nuance will be needed in the negotiation process to ensure the best possible price for Verizon ...

• Enter into partnership/teaming agreement with Globalive to build Verizon Canada and with Accelero to power the Canadian Verizon network - a committed partner that already knows the lay of the land.1

• To continue to not respond to Canadian incumbent posturing - but to initiate roaming dialogues with one of the companies with ‘silence’ as one of the dialogue preconditions - a long history with one incumbent specifically might need to be overlooked.

• Invest to expand the Mobilicity/Wind network to increase coverage density in key cities and to take up unused Wind licenses to augment cross-border cover at key border sites. In addition, exploit network synergies created by the consolidation.

• Prepare to buy one or two 700 MHz slots at the forthcoming (Jan 2014) auctions (estimated cost for both ~C$2B).

• We expect the incumbents may engaged in a scorched-earth bidding and drive spectrum valuations beyond our budgeted allocations in which case we recommend that we buy only one block and hedge by focussing on roaming in the short term (till the 600MHz auction):

CONFIDENTIAL

1/20

1 There are, of course, several nuances to the concept of “now”, shall we say in this case “now” = the next few months …

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Why Canada?Why Now1?

(Imagined) Briefing Notes for Verizon Board Review

AUGUST 2013

IAIN GRANT +1 514 849 3508, AMIT KAMINER +1 416 413 1636 and LINDSAY SHADDY1

Page 2: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

• immediately start discussions with Rogers for a reciprocal roaming agreement. If favourable rates are achieved – back away from the 700MHz auction at this point.

• appeal to the Canadian government to mandate roaming prices.

• Continue to attract high-margin roaming revenues to our US AWS network in the immediate term and 700MHz network in the longer term by providing customers a seamless plan and coverage as they cross the border (inbound/outbound).

• Explore the possibility of a similar US-cable-spectrum (SpectrumCo) deal with Shaw Communications Inc and test the commitment of Videotron to its Rogers arrangements.

Situation Summary

Verizon Wireless is doing well. #2 in the U.S. marketplace with 100.1M subscribers (as of 2Q

2013), with monthly churn of 1.2%, the lowest in the US industry. The move from CDMA to

LTE is going well. VZ has the largest LTE coverage in the US with more towers, more

coverage and faster speeds than any other carrier.

YOY growth has been good - when compared to principal competitors - with service

revenues growing at over 7% in the past year, and expected growth next year of similar

magnitude. Future growth prospects, however, are the only clouds on the horizon. New

energy at Sprint and TMobile may well cut into organic growth prospects over the next ten

quarters and growth from new consumer technologies (like dramatic increases in data

consumption) may well be tempered by innovations like our Verizon data sharing plans and

new usage buckets.

Verizon needs to look at expansion to continue to grow its business – an obvious place2 to

look is northward, to Canada.

CONFIDENTIAL

2/20

2 Given that ‘south’ brings us to the territory dominated by Carlos Slim and disputed by Telefonica, that ‘east’ brings us to partner Vodaphone’s backyard, and that ‘west’ brings us to the far east where the VZ advantages would be less tangible.

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Page 3: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

Why Canada?

At 35M people, Canada has more than twice the population of New England - moreover, it is

geographically contiguous to that core Verizon territory. Canada’s wireless penetration is

only 77% (the US wireless penetration, by contrast, is expected to be 105% at the end of

2013) which suggests a significant growth opportunity exists.

Canada is the country most similar to the US in many ways and is an obvious and logical first

base for expansion. A key point is that Canada is the foremost destination for US travellers

(business or tourist) and thus represents the greatest roaming savings for Verizon if we could

keep our customers on-net.

The Verizon US wireless network is already adjacent to much of Canada’s population (see

Exhibit below showing the VZ network coverage along the Canadian border from Montana

(Saskatchewan) to Maine (New Brunswick)).

Exhibit 1

Contiguous Borders = Contiguous Coverage

Verizon Data Coverage along Canadian Border

Over 22M US residents travel to Canada each year. 65% of those US travellers cross the

Canada-US border by car -- i.e. not in major city airports. By expanding Verizon services

CONFIDENTIAL

3/20

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Page 4: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

into Canada we would have an opportunity to keep VZ customer revenues for VZ, and to

increase our U.S. customer base through the attractiveness of a seamless continental

network (and pricing) plan. (We note too that the 56M Canadian visits to the U.S. would

also be prospective Verizon prospects).

The population of Canada is disbursed across a territory that is larger than the US, but the

geographic concentration of that population puts much of the population within reach

(within a few tower hops) of the existing Verizon core network.

Canada makes sense as Verizon’s expansion focus.

• It is similar to the US in many ways;

• It represents an opportunity to extend the VZ network and increase the VZ

customer base with the least investment given the contiguous network footprints;

• Expansion to Canada presents the opportunity to gain US marketshare by offering

travelling US citizens US-based network packages integrated seamlessly with their US

experience.

• Expansion to Canada offers VZ the chance to capture Canadian travellers to the US

and snowbirds with seasonal residences in the US.

• The opportunity for Verizon Business Services is significant - most of the Fortune 500

have operations in Canada so we will have a good opportunity to offer those

customers seamless network integration between Canadian subsidiaries and the US

parent.

• Wireless pricing in the Canadian marketplace is high by US standards. ARPA (ARPU -

given that Canada has yet to adopt device sharing plans extensively) is approximately

C$60 (US$ 58.24) across the three primary providers – US$4.00 higher than VZ

ARPU levels.

• The current Verizon Share Everything marketing initiative would be significantly

disruptive if introduced into the Canadian marketplace: No domestic roaming, or

long distance charges, calling features - and making those features available continent-

wide would result in a major marketshare jump.

CONFIDENTIAL

4/20

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Page 5: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

Why Now?

Canada has been a logical expansion step for Verizon since we ended our relationship with

Telus in 2003. Why Now?

The Canadian government has taken measures to encourage more competition in the

Canadian wireless marketplace.

• It has eliminated obstacles to foreign investment for entities with less than a 10%

national marketshare.

• It has structured its wireless spectrum auctions and licensing to make new entrant

establishment easier and less susceptible to financial bullying by incumbents.

• It has announced a review of tower-sharing and roaming regulations and suggested

that it might take added steps to secure access to incumbent networks for new

challengers in the marketplace (which Verizon’s possible marketplace entry would be

considered).

These steps are departures from the status quo prior to 2007 when we last looked at the

prospects of northward expansion.

Two of Canada’s newest wireless firms are for sale. Mobilicity (~<300K subs) is struggling

(and Telus has been forestalled from buying the company by Government license-transfer

veto) and the current owner of Wind Canada (~650K subs), Vimpelcom, has determined that

Canada is not a core market for its own expansion. The possibility exists to acquire two

wireless carriers, both using AWS spectrum (and one, Wind, with a virtual national AWS

license) for a good price – and instant network presence.

CONFIDENTIAL

5/20

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Page 6: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

Possible Partnerships

It is possible, should the Board elect, that Verizon could expand to Canada in partnership,

rather than going-it-alone.

Accelero and Globalive:

The current equity stake of Wind Canada is owned in part by Vimpelcom and by Globalive

Canada. Globalive Canada is owned in part (35%) by Anthony Lacavera, the prime mover

behind Wind and current CEO. He has insights and background in the Canadian marketplace

and we would be prudent to work with Mr. Lacavera. Moreover, Mr. Lacavera has a strong

business relationship with Mr. Naguib Sawiris, the principal of Orascom Telecom Holdings

before its sale to Vimpelcom. It was Mr. Sawiris who assisted Mr. Lacavera in launching Wind

Canada in 2009. Mr. Sawiris’ company, Accelero, made a bid to buy Allstream from MTS,

which will provide it with a national fibre network totally independent of the incumbent

interests; this could be a key part of a Verizon network deployment. The successful

partnership may also lead to cost savings for our Verizon Canada Ltd. team3 and increase its

value proposition with the ability to bundle a competitive North American wireless plan.

We believe that both Mr. Lacavera and Mr. Sawiris would be sympathetic to the prospect of a

Verizon partnership in the development of Verizon’s potential in the Canadian marketplace.

Naguib Sawiris

Non-Executive Chairman

Accelero Capital

Anthony LacaveraChairman and CEO

Globalive & Wind Canada

CONFIDENTIAL

6/20

3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions to businesses and federal government agencies. The company was formerly known as Worldcom Canada Ltd. and changed its name to Verizon Canada Ltd. in 2009. Verizon Canada Ltd. was founded in 1991 and is based in Toronto, Canada. The company operates as a subsidiary of Verizon Business.

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Page 7: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

Shaw Communications Inc:

Shaw Communications, much like the cable companies in the US, has unused AWS spectrum.

Shaw’s AWS spectrum is largely contiguous with the company’s cable operating footprint in

Western Canada and includes the large metro areas of Vancouver, Calgary and Edmonton.

The company acquired 20MHz of AWS spectrum in the 2008 Canadian AWS auction with

the intent of rolling out wireless services under a quad-play bundled strategy. For various

internal and external reasons the company elected to abandon its cellular plans and pursue a

more simple option of WiFi build to provide a limited wireless connectivity option for its

subscribers. At the moment,4 Shaw is without many options to recoup its north of $200M

spectrum spend. Exhibit 2, below, summarizes AWS valuations and spending in Canada in

2008 and for Verizon in the US in 2006. Please note the difference in $/MHz/POP between

Canada and the US. Higher valuations were driven by the Canadian incumbents’ trying to

prevent or contain market entry in the Canadian 2008 AWS spectrum auction – more on

that strategy below in our “Incumbent Opposition” chapter.

Brad ShawCEO

Shaw Communications Inc.

CONFIDENTIAL

7/20

4 The company did announce a swap deal with Rogers which involved various cable properties and included the AWS spectrum earlier in 2013 - this deal is expected to remain unconsummated given the Harper government’s policy statement about new entrant license transfer to incumbents.

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Page 8: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

Exhibit 2

Canadian AWS Spectrum in context

Source: Industry Canada, Company reports, FCC Advanced Wireless Services AWS-1 Auction 66, SeaBoard Group, 2013

Canadian AWS 2008 AWS Auction

Average AWS incumbent cost $1.65-$1.90/MHz/POP

Average AWS auction cost $1.54/MHz/POP

Shaw AWS spectrum cost $1.00/MHz/POP

Shaw’s total AWS spectrum cost $190M

Shaw’s wireless CAPEX spend $100M-$300M

Verizon’s AWS

Verizon US AWS Auction spectrum cost $0.73/MHz/POP

SpectrumCo US AWS Auction spectrum cost $0.45/MHz/POP

Verizon’s AWS SpectrumCo cost $0.69/MHz/POP

CONFIDENTIAL

8/20

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Page 9: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

Exhibit 3

Canadian AWS Spectrum Auction Spending (excluding PCS blocks)

Source: Industry Canada and SeaBoard Group, 2013

At this point Shaw Communications is left without many options to unlock the value

represented by its spectrum purchase. An agreement the company struck early this year to

sell the spectrum to Rogers Communications5 hit a regulatory brick wall. More so, the

regulator (Industry Canada) essentially blocked all other future spectrum deals involving a

new-entrant spectrum sale to an incumbent. Shaw’s other option of writing-off the spectrum

and returning it to the regulator for a partial refund is a possibility but it is the least

favourable outcome for the company, in our view.

Internal dynamics inside Shaw have changed as well. When Bradley Shaw took the helm from

his brother Jim Shaw, the attitude that Shaw can do everything on its own changed. Shaw

EastLink1%

Shaw4%

Bell18%

Globalive11%

Telus21%

Sask1%

Rogers24%

Videotron13%

Mobilicity6%

MTS1%

CONFIDENTIAL

9/20

5 About Rogers (Rogers’ website)Rogers Communications is a diversified Canadian communications and media company. We are Canada's largest provider of wireless voice and data communications services and one of Canada's leading providers of cable television, high-speed Internet and telephony services. Through Rogers Media we are engaged in radio and television broadcasting, televised shopping, magazines and trade publications, sports entertainment, and digital media. We are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

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Total – $4.2B

Page 10: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

today is a more conservative company, gives more weight to what its “NPV analysis”

suggests, and cares more about pleasing its non-family shareholders. We believe a VZ-

proposed spectrum deal could give a get-out-of-spectrum-jail card to management, add value

and ability for Shaw to go after Telus’ customers with a bundled wireless product, and de-risk

the overall Verizon-Western-Canada business with a Shaw-Verizon alliance.

The benefits to Verizon are numerous. Verizon Canada would bolster its AWS spectral

position in Western Canada. Verizon could also leverage Shaw’s extensive existing

connectivity options and points of presence in most residential neighborhoods in Western

Canada to quickly expand our wireless coverage. Shaw’s significant Canadian content-rights

ownership would lay the foundations for bringing content to our smartphone subscribers

and also allow the company to provide a bundled offering in a later phase if/when this

becomes relevant.

Despite Shaw’s apparent weak position vis-a-vis its AWS spectrum kerfuffle, Verizon’s

management does not expect the discussions with the company to be quick and easy. Much

as in the US, the Canadian cable companies have long history and tend to stand united.

Canadian cablecos also share a similar pedigree – Shaw, Rogers, Videotron, Cogeco and

EastLink are all family run/owned businesses without a history of “bad blood” amongst the

families. The right deal, however, could unlock this potential.

We note too that Videotron, the primary cable company in Quebec and the main challenger

to incumbents Bell, Rogers and Telus in Quebec is another partner candidate for VZ.

Videotron holds AWS spectrum in Toronto and Eastern Ontario (Ottawa) as well as all new

entrant AWS spectrum in Quebec. Videotron could be a key ally for VZ -- it could offer VZ

roaming privileges in Quebec and we could reciprocate with U.S. privileges for Videotron

customers as a initial discussion position.

Videotron has recently announced a joint LTE build with Rogers which could be problematic.

We need to initiate dialogue with Videotron and Quebecor to test the strength of the

Videotron resolve given that Verizon partnering and teaming options may be available that

were not apparent when Videotron and Rogers began their discussions on frequency and

network sharing.

CONFIDENTIAL

10/20

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Page 11: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

Incumbent Opposition

Canada’s three major wireless companies; Bell, Telus and Rogers, have attempted to

orchestrate a campaign to convince Canada’s government to be less welcoming to a possible

Verizon investment in Canada and to erase the ‘set-aside’ advantages that the Canadian

Government had established to interest new competitors to invest in the Canadian

marketplace. While the actions the three companies are taking are understandable, it has

been a cozy comfortable competitive environment for the past ¼ century and they don’t

welcome the challenge that competing with Verizon represents. In our view their thinking is

very short term. Verizon will need to partner with one of the three companies to ensure

that Verizon customers can roam when our customers are beyond the reach of Verizon’s

own network – that represents a considerable opportunity for one of Canada’s incumbent

carriers. Our usual partner would have been Telus - but its CEO, Darren Entwistle, suggests

that Verizon’s entry into the Canadian marketplace will result in a ‘bloodbath’. Perhaps we

would counsel Verizon’s roaming agreement teams to look beyond Telus as a partner in

Canada. We would note, in this regard, that Rogers has been the least vociferous

complainant of the incumbent three.

Canadian Market Re-Entry: Heat shields required

We do not expect an easy re-entry into the Canadian marketplace6. Just the mere rumour

of our entry triggered the above mentioned media and PR response. As we noted above,

that behaviour is understandable and expected, although the level of cooperation and

coordination among the incumbents is worrisome on a macro-economic level.

Going forward, we assume the incumbents will be very aggressive with their 700MHz auction

bids. Observations from the previous AWS auction in 2008 suggest that their bidding logic

has less to do with spreadsheet analysis on spectra ROI and more to do with using the

spectrum as a mechanism to block or contain competition. We expect a similar, if not more

aggressive, behavior in this coming 700MHz auction. We interpret Telus CEO’s suggestion of

“bloodbath” is earnest and one that reflects Canadian incumbents’ fear of a Verizon entry.

What are Canada’s incumbents afraid of?

a) long term/sustainable new entrant, aiming for ~20% market share.

CONFIDENTIAL

11/20

6 In reality we have never left Canada -- UUNet, later MCI, have remained active in the Canadian marketplace even after we sold our investment stake in Telus in 2004.

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Page 12: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

b) loss of roaming revenue - high margin.

c) wireless is under attack both on the lower AND higher end. The Canadian incumbents

have spent the last five years protecting their stake at the the most price-sensitive end of

their ARPU continums against challenges, real or imagined, from the new entrant

challenges. Each of the incumbents has reinvented itself and introduced alternative

(flanker) brands in order to mitigate ARPU decline and expected market share loss

caused by new market entry without discounting their principal brands, thereby

maintaining margin. The incumbents’ market position has never seen external challenge at

the higher end of the consumer market nor have business clients ever been offered

choice beyond the offerings of the incumbents - save a limited number of US-based

enterprises adding Canadian users to a US enterprise calling plan with continental calling

pricing.

d) Verizon halo effect – given that Verizon is the leading enterprise solutions provider we

expect large Canadian customers will look to Verizon for North American solutions. Bell

and Telus position as the “safest” choice for these types of customers will be jeopardized.

e) Verizon as a stronger new entrant will bring LTE-based competition sooner to the

Canadian marketplace using both the AWS and the 700MHz spectra will eliminate the

incumbent competitive advantage.

Market-Entry Rationale

There are two key questions in any market entry discussions. The first one being –

Would Verizon be welcomed with open arms? We believe we will.

Political Rationale

We have asked the Canadian Department of Industry (it controls the frequency allocations

in Canada and sets the rules for auctions, licenses etc.) about the incumbent opposition to

Verizon’s possible bid to buy Wind and Mobilicity. We have been assured that Verizon would

indeed be treated as a new entrant to the Canadian marketplace. It is the Government’s

position that should Verizon come to Canada it would strengthen the competitive dynamic

and that therefore Verizon deserves to benefit from the Government’s policies that have that

as their object.

CONFIDENTIAL

12/20

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Page 13: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

The second question –

Could Verizon make a difference in current market dynamics? We believe we can.

Business Rationale

Assuming the Board approves a Canadian market entry in principle, how aggressive should

we be? How much resource shall we allocate to the Canadian market? And given the unique

situation we are faced with, what the optimum strategy be? Do we buy the two new

operators that are for sale? Do we buy them now, or do we wait till after the 700MHz

auction? Or do we focus on the spectral assets rather than the customer base? Some of

these options are outlined in the decision tree below:

Exhibit 4

The Verizon Dilemma

Source: SeaBoard Group, 2013

VerizonCanadian

Entry

Buy

SpectrumOnly

Spectrum+ New Operators

When to Buy When to Buy

Pre-AuctionAWS Spectrum

From New Entrant Auction700 MHz

Post-AuctionAWS + 700 MHz spectrum

from New EntrantPre-Auction Post-Auction

Catalyst (Mobilicity)Yes, Probably

Vimpelcom (Wind)No, Probably not.

Shaw probably yes

Successful?

Walk away

Do we buyOperator? Which?

WindWind +

Mobilicity

Mobilicity

NO

YES

CONFIDENTIAL

13/20

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A more detailed discussion of options, implications and ramifications could be found in Appendix B.

Page 14: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

The following table provides additional observations and insights to management entry

rationale:

Value

Leadership

• provide greater customer value and choice for premium residential

and business customers (possible additional business MVNO brand of

Accelero’s Allstream).

• continue to provide low-cost unlimited solution to Canadian

customers under an MVNO agreement using the one or all of the

following brands: Wind Mobile, Mobilicity, Globalive and/or Yak.

Scale

Benefits

• robust spectrum position after consolidation of two new-entrants

and acquisition of 700MHz blocks.

• broader network coverage and capacity

• enhanced LTE network deployment roll-out under improved spectral

position

• enhanced purchasing powers of handsets and network equipment

• re-directed marketing attempts to incumbents’ customers

(Wind<>Mobilicity marketing had caused cannibalization to both

brands).

• leverage existing Verizon (US) vendor relationships with Ericsson and

Alcatel to explore network optimization on Wind (partly Alcatel) and

Mobilicity (Ericsson)

Consolidation

Synergies

• reduce costs of operations by close to 50%

• savings from rationalized towers usage/deployment/decommissioning

• contiguous spectra in all of Canada’s top markets (except Montreal)

• targeted incumbent marketing

• common technology path to LTE

CONFIDENTIAL

14/20

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Page 15: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

Financial

Position

• Verizon together with Accelero and Globalive guarantees financial

flexibility and direct capital market access on a global level which

allow the new entity to compete effectively.

• attractive growth profile based on:

• projected market share growth; and

• projected ARPU improvement per customer

(Not So)

Secret Sauce

• roaming opportunity

• the two countries share a large base of inbound/outbound

travellers/tourists

• quality revenue: high margin, low cost of both marketing and

provisioning

CONFIDENTIAL

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Page 16: Briefing Notes for Verizon Board Revie · Globalive & Wind Canada CONFIDENTIAL 6/20 3 Verizon Canada Ltd. provides Internet protocol, data, voice, and wireless communication solutions

Verizon Internal

Reasons

• eight-year deadlock in Verizon Wireless JV talks. Vodafone and

Verizon Communications cannot agree on a proper valuation for

Vodafone’s share in the Wireless joint-venture. Verizon

Communications needs growth alternatives.

• low borrowing costs and strengthening of the US dollar compared

with the Canadian dollar makes a Canadian asset acquisition more

attractive.

• because of similar US-Canadian culture, language, distance and time

zones M&Aing of Canadian assets should require less resources and

put less of a toll on the company.

• Canadian acquisition therefore allows Verizon Communications to

keep its options open to capitalize on when Vodafone changes its

stance regarding the US wireless JV.

• regarding the JV deadlock -- although a remote possibility at this

phase, it would be wise to gauge the Sawiris (Accelero) appetite to

Vodafone’s non-US assets. Canada could prove to be a good

sounding-board to test how well we work with Accelero in order to

spilt the Vodafone acquisition to US (acquired by Verizon Comm.) and

the non-US assets that would be acquired by the Sawiris team.

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US Wireless

Market

• limited acquisition opportunities in the US market:

• Sprint has a new owner

• MetroPCS finalizing M&A with T-Mobile

• We acquired Leap Wireless and SpectrumCo spectrum

• the changes in the US wireless market are profound. The weak 3rd

and 4th wireless players (Sprint and T-Mobile) are stronger now.

• iPhone boost, iPhone 5S launching this quarter, would split four ways

from now on.

• we expect an increase in competitive pressure in the US that would

result in plans’ price reductions.

• the market is maturing even for the 2nd and 3rd smartphone

connection in a given household.

• prognosis: opportunities remain in the US market but domestic

growth is limited.

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Recommendation

• That Verizon take the steps necessary to secure investment in Wind and Mobilicity.

• That partnership options be explored with Mssrs Lacavera and Sawiris and their associated

companies.

• That roaming partnership discussions be initiated with Bell (currently a partner with Sprint) and

Rogers (currently a partner with AT&T) about possible Verizon terms and reciprocity rights.

Current thinking suggests that Rogers will be the ultimate roaming partner for Verizon should they

agree to VZ terms.

• NOTE: The negotiation process in Canada may require various stratagems that may include

feigning to walk away and disinformation leaks. The Board is encouraged to send any questions

directly to the team and to remain taciturn about strategy and tactics with any non-Verizon Canada

team personnel.

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FOR FURTHER READING:

Withering on the Vine: Some gardening tips for Industry Canada, SeaBoard Group, April 2013

Mad As Hell! The CRTC Steps in to Discipline Canada’s Wireless Marketplace, SeaBoard Group, February 2013

Long Term Evolutionary Challenge: Limiting Wireless Carrier Gluttony, SeaBoard Group, February 2012

Aide Memoire: Foreign Investment in Canadian Telecommunications, SeaBoard Group, November 2011

Pirates of the Arctic: NorthwesTel and Communications Pricing in the North, SeaBoard Group, September 2011

Some Notes for Canada’s Newest Industry Minister – An Open Letter, SeaBoard Group, July 2011

A Tide in the Affairs of Men, SeaBoard Group, May 2011

The Woods are Lovely, Dark, and Deep, SeaBoard Group, April 2011

Hertz Much: Canadian Wireless Spectrum Valuation, SeaBoard Group, March 2011

Over the Rainbow: Thoughts on the Canadian 700 MHz Discussion, SeaBoard Group, February 2011

Strategic Air Commands: Mobile Carriers Embrace On-demand Activation, SeaBoard Group, December 2010

There be Dragons: Canada’s Xenophobia in Telecoms Ownership, SeaBoard Group, October 2010

Death Grip: Caught in a Contract and Cannot Quit, SeaBoard Group, July 2010

Wind in the Willows, SeaBoard Group, March 2010

Gone with the Wind? SeaBoard Group, December 2009

Herding Cats: Managing a Wireless Community, SeaBoard Group, November 2009

Heart of [Wireless] Darkness: A Look at International Digital Roaming, SeaBoard Group, August 2009

Canadian Wireless Stakes: The Shape of a Market to Come, SeaBoard Group, January 2009

Wireless Data Prices: How Do Canadians Fare? SeaBoard Group, November 2007

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Lament for a Wireless Nation: A Cross-National Survey of Wireless Prices,SeaBoard Group, March 2007

Get Shorty! Canada’s Wireless Market – Through the SeaBoard Looking Glass, SeaBoard Group, February 2004

SEABOARD GROUP

SeaBoard is an independent marketing and technology research company with offices in Toronto and Montreal. This white paper was prepared for SeaBoard clients and other interested parties as part of SeaBoard’s continued research on market trends and technologies. SeaBoard would be pleased to arrange for briefings on any of the subjects covered in this report.

For further information on briefing sessions or a subscription to SeaBoard services, or to obtain additional copies of this or other white papers, please visit the SeaBoard website at:http://www.seaboardgroup.com, or contact us at [email protected]

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