D* Sale, E* Merger, D* Growth, more

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DirecTV unlikely to merge with EchoStar

By David B. Wilkerson, MarketWatch
Last Update: 6:28 PM ET Dec 7, 2006


CHICAGO (MarketWatch) -- Among all of the speculation on what might be in store for DirecTV if a controlling stake is transferred to Liberty Media Corp., one of the most tantalizing has been the prospect of a merger with satellite rival EchoStar Communications. However, analysts on Thursday said that that's unlikely due to regulatory concerns.

Shares of News Corp. advanced Thursday on published reports that it is close to securing an agreement with Liberty Media to buy back Liberty's $11 billion stake in the entertainment giant, avoiding a giant tax hit in the process.

In 2002, the Justice Department blocked EchoStar's (DISH EchoStar Communications Corp bid to acquire GM Hughes Electronics, the parent of DirecTV, saying that the number of competitors in rural markets would drop to two from one. "Absolutely nothing has changed on that score since 2002," wrote Craig Moffett, an analyst at Sanford Bernstein & Co., in a note to clients Thursday.

Such a merger is impossible, according to Steve Mather, satellite analyst at Sanders Morris Harris in Los Angeles, until the regional Bell telephone companies have at least 5 million to 10 million video subscribers. After years of competing with cable for high-speed Internet and voice customers, some phone companies have recently rolled out video services.

Once the phone companies have penetrated the video market in a meaningful way, regulators would be less likely to see a merger of the two dominant satellite providers as an anticompetitive threat, Mather said in an interview.

In the meantime, DirecTV must find a way to kick-start subscriber growth, which has slowed down in the face of more rapid acceptance of cable's "triple play" bundle of digital video, digital phone and broadband services. It must also stave off the less-imminent threat of the phone companies.

In the third quarter, DirecTV picked up 165,000 net subscribers, shy of the 205,000 average estimate of analysts polled by Thomson First Call. Part of this shortfall stemmed from installation and customer-service problems, which Mather said can be resolved.

In the second quarter, gross additions dropped 10% from a year earlier, but DirecTV said that the figure was impacted by the company's tougher credit standards and a restructuring of its network of third-party dealers.
Liberty Media Chairman John Malone's response may be to "be more aggressive in testing new ways to generate revenue," Mather added, because DirecTV will represent a bigger part of Liberty's strategy than it currently does to News Corp .

On News Corp.'s watch, DirecTV expressed little desire to rush in finding an application that could equal or surpass cable's triple play. It has looked into the possibilities of using wireless technologies, such as WiMax, to offer a broadband alternative. In the interim, it has a deal with broadband access provider EarthLink, signed this year, and a long-standing agreement to offer local and long-distance phone service from BellSouth.

Sanford Bernstein's Moffett said that a potential stumbling block for DirecTV is that for some time it underspent on high-definition upgrades of its channels, and even now that it has upgraded significantly, it will need to spend heavily on marketing to make sure consumers get the message.

The company is on track to offer more than 150 HD channels nationally by fall 2007.

Analysts point out that DirecTV's debt situation is more favorable than most video providers, with gross debt standing at $3.4 billion, giving Malone some flexibility should he acquire the company. Its gross debt to about one time Moffett's earnings before interest, taxes, depreciation and amortization estimate on the company.

"Malone's not going to take the leverage to five times [EBITDA], but he's going to take it up," said Matt Harrigan, cable and satellite analyst at Janco Partners.
One possibility is that Liberty could pay out a special dividend of as much as $7 a share, according to Moffett.

Liberty will find DirecTV useful in securing better carriage for many of its programming assets, such as the home shopping channel QVC, added Harrigan. "QVC's channel position on DirecTV is not in a great spot, so I'm sure they'd bump that up. And they can use the regional sports networks to improve DirecTV's sports position."

David B. Wilkerson is a reporter for MarketWatch in Chicago.
 
I always get a kick out of how D* claims that they will be offering 150HD channels next year; even though they are almost entirely locals. Hell, there aren't close to 150 HD "channels" out there, in terms of separate programming.:rolleyes:
 
I always get a kick out of how D* claims that they will be offering 150HD channels next year; even though they are almost entirely locals. Hell, there aren't close to 150 HD "channels" out there, in terms of separate programming.:rolleyes:

True.. I got rid of D* cause the HD was just dissapointing. (was not happy with the out of Tivo also).

150's being local does nothing for anyone really.. I am not saying that all thoes Locals are needed, but I know why E* is not getting all that many HD's either because D* isn't.. it's going to be "we are just one step ahead" no compitition .

Cable in my area has a good selection but not worth the cost.

I don't want to step on other peoples feet, but what is the % of people who NEED local's from the Sat and get them from an Antenna?

e..b
 
Yeah I dont think FCC will allow it too happen. Yes most of them if not all will be locals in HD.Either way Dish will still be the HD Leader.
 
True.. I got rid of D* cause the HD was just dissapointing. (was not happy with the out of Tivo also).

150's being local does nothing for anyone really.. I am not saying that all thoes Locals are needed, but I know why E* is not getting all that many HD's either because D* isn't.. it's going to be "we are just one step ahead" no compitition .

Cable in my area has a good selection but not worth the cost.

I don't want to step on other peoples feet, but what is the % of people who NEED local's from the Sat and get them from an Antenna?

e..b

HD on D* isn't just disappointing, it is disappearing. I left because they started turning one of the HD channels (usually TNT-HD) OFF on Sundays for NFL-ST

I agree about the HD locals. It did nothing for me since I get all of them at higher quality
with OTA antenna.

All the talk about 150 HD channels is just smoke and mirrors to keep D* subscribers
hanging on for yet another year.
 
I don't want to step on other peoples feet, but what is the % of people who NEED local's from the Sat and get them from an Antenna?

e..b


Clearly, most folks live in the large cities where OTA is available. But there are some of us lucky enough to live in small towns or rural areas. I for one live in a small town in the mountains with no hope of OTA HD. Even the local cable company has no plans to offer any HD. The numbers just do not justify the expense to bring it in. DBS is our lifeline.
 
Eric Savitz (Barron's) submits: As I posted last week, the Wall Street Journal has reported that News Corp. (NWS) was getting very close to concluding its much discussed talks to sell its 39% stake in DirectTV (DTV) to Liberty Media (LINTA) (LCAPA). That has triggered a flurry of analyst speculation on what Liberty’s John Malone might do with DirecTV once the deal is closed.

The latest to weigh in on the subject is Deutsche Bank’s Doug Mitchelson. This morning, he raised his rating on DirecTV to Buy from Hold; he also increased his price target on the stock to $30 from $22, and raised his earnings estimates for the company.

Mitchelson lays out a multi-part thesis for owning the shares. One, he thinks the company could become a leader in providing high-definition content. He notes that in mid-to-late 2007, the company will launch two new satellites which will given the company the capacity for 150 national high-def channels and 1500 local high-def channels, “likely placing DirecTV in the highest capacity position of any pay TV company.”

Meanwhile, he also thinks that once Liberty gains control of DirecTV, the company will take a more aggressive approach on its capital structure, levering up the balance sheet by as much as $9.5 billion to $13.5 billion and using the proceeds for share repurchases and “potentially a sizeable special cash dividend.” He also thinks a change of ownership could lead DirecTV “to more aggressively consider and pursue strategic alternatives including a merger with Echostar (DISH) or sale to an RBOC or private capital group.

Mitchelson raised his 2006 EPS estimate for DirecTV to $1.03 a share from 96 cents. He reduced his 2007 estimate to 86 cents, from $1.31 - that assumes the company pays out a $10 billion cash dividend, or about $8 a share. With no dividend, his estimate $1.21. For 2008, he’s now at $1.33, down from $1.62; assuming no dividend, he sees $1.70.

On an interesting but more minor point, Mitchelson also wonders whether DirecTV’s set-top box strategy could change: one consequence of Rupert Murdoch’s control of the company is that DirecTV gradually began phasing out the use of TiVo (TIVO) set-top boxes in favor of hardware built by NDS (NNDS), another company Murdoch controls. Mitchelson wonders if “Direct might be interested in re-emphasizing TiVo other third party providers” with a change in control.

While we’re on the subject of DirecTV, I dug back into my pile of research not-quite-blogged from last week, and found a couple of other tidbits that I want to pass along on the company.

Craig Moffett, from Bernstein Research, who is bearish on DirecTV, says there are three common scenarios for what Malone would do with the satellite broadcaster:

- He could merge DirecTV with EchoStar. Obvious risk: regulatory approval - a deal to merge the two companies was struck down as anti-competitive in 2002.
- John Malone could tender for additional shares. Moffett says that John Malone has been quoted saying the current stock price is already too high; if true, buying more seems unlikely.
- Liberty could lever up DirecTV to pay a special dividend. Moffett says DirecTV is “unquestionably underleveraged,” and obviously Deutsche Bank’s Mitchelson thinks so as well. He does note that levering up would result in big cuts in earnings estimates for a company which has been running up on positive earnings revisions.

Douglas Shapiro, an analyst with Bank of America, theorizes that Liberty’s desire not to run afoul of the Investment Company Act of 1940 - in other words, to avoide being treated as a mutual fund - could drive the company to raise its stake in DirecTV to above 50%. One way to do that, he says, would be for DirecTV to buy back enough stock to push Liberty’s stake above 50%; after that Liberty could “contemplate taking in the minority shares.”

DirectTV shares closed today up $1.21 to $25.49 - a gain of 5%.
 
Dish merging with Direct Tv would be kinda cool can you picture the amount of channels that would be available on our satellite's but like other's have already said fcc would probably sh#t on the whole idea.:rolleyes:
 

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