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Financing telecom companies: the European angle and experience. Laurence Jacobs Allen & Overy 29th October, 2001 laurence.jacobs@allenovery.com. Introduction - Allen & Overy. Global practice - 24 offices 400 partners worldwide - finance, corporate, capital markets 200+ CMT lawyers worldwide.
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Financing telecom companies: the European angle and experience Laurence JacobsAllen & Overy 29th October, 2001 laurence.jacobs@allenovery.com
Introduction - Allen & Overy • Global practice - 24 offices • 400 partners worldwide - finance, corporate, capital markets • 200+ CMT lawyers worldwide
Introduction - Allen & Overy • Leading “telecom finance” practice • In 2000, advised on £100bn + telecom finance deals • 3G bids (Wind, Mobilcom, Telefonica, Telecom Italia, Hutchison, Deutsche Telecom, One2One)
Introduction - Allen & Overy • Investment grade deals (Vodafone - Mannessman, Racal - Global Crossing, KPN Finacings) • Vendor financing
Introduction - key issues in European telecom finance • 3G licensing • Impact of licence fees • Debt finance and taking security • Vendor financing • Managing the risk • New structures
3G Licensing - licence fees Country Licence Issued Licensing Process No. of Licences Total Price UK April 2000 Auction 5 38.475 bn Germany August 2000 Auction 6 50.8 bn France July 2001 Beauty contest and 4 (only 2 out of 4 9.8 bn + admin fees payment successfully issued at first attempt)2 1. First 3G licences issued 2. Only 2 operators bid in the initial beauty contest. The French government are currently attempting to issue the remaining licences
3G Licensing - costs Average price per person, in euros
3G Licensing - debt burden Debt of the major European telecoms companies bn Source: Standard & Poor's
3G Licensing - rollout requirements • Licence requirements • UK 80% coverage by 2007 • Germany 30% coverage by 2003; 50% coverage by 2005
3G Licensing - debt finance • Limited recourse finance • Taking security over 3G licences • Sponsor support/guarantee • corporate security
3G Licensing - costs/debt control • Disposal of non strategic assets • Outsourcing • Securitisation • Infrastructure sharing
Vendor finance - growth in the vendor finance market • win sales • competitive pressure • develop customer relationships • open new markets • to make money from finance
Vendor finance - structures for vendor finance • unsecured extended payment terms • medium term finance (loan) • operating lease • finance lease • vendor supported third party finance
Structures for Vendor Finance (A) Unsecured extended payment terms Supplier Finance Supplier Deferred Payment Supply Customer
Structures for Vendor Finance (cont'd) (B) Medium term finance (loan) Supplier Finance Supplier Supply Payment Loan Security? Customer
Structures for Vendor Finance (cont'd) (C) Operating lease Supply Supplier Finance Supplier Payment Periodic rentals Operating lease Customer
Structures for Vendor Finance (cont'd) (D) Finance lease Supply Supplier Supplier Finance Payment Lease rentals (amortise purchase price) finance lease Customer
Structures for Vendor Finance (cont'd) (E) Vendor supported third party finance Supplier Finance Supplier Counter indemnity Purchase Price Guarantee Supply Loan Bank Customer Security?
Vendor finance - commercial issues • credit exposure • intercreditor issues • customer relationship • costs • tax and accounting
Vendor finance - legal issues • regulatory compliance • due diligence • security • conflict between role of supplier and lender
Vendor Finance - pay as you grow • Capacity based PAYG • Utilisation based PAYG
Conclusion • Financiers • challenge the business model • focus on security • Operators and manufacturers • challenge the business model • cost management