Blackstone and Providence Bidding on PCCW Carve-Out

HONG KONG (Reuters) – The Blackstone Group and Providence Equity Partners are among the private equity firms pursuing a stake in a company to be spun-out from PCCW, the Hong Kong phone company controlled by billionaire Richard Li.

PCCW's new media and telecom company, HKT Group, could be worth more than $8 billion, including the debt it plans to issue, sources involved with the deal say. Minus debt, some sources say the asset would be worth more than $3 billion.

But financing the deal, completing it, and earning a sizable return later won't be easy, bankers working on the deal say, in part because HKT wants to maintain an investment grade rating on its debt.

Would-be buyers are attracted by PCCW's steady cash flows and commanding market position at a time when big, attractive buyout targets are hard to find across the region.

Expressions of interest in the auction for a 45 percent stake are due on Monday.

In addition to making the numbers stack up, bidders will have to get comfortable with a complex mix of players, including the Chinese government and Li, the younger son of Hong Kong's richest man, Li Ka-shing.

“I think a lot of sponsors have put PCCW in the 'too hard to make work' basket,” said an investment banker close to the process, referring to private equity firms.

UBS AG is advising PCCW on the deal. The two took the rare step of posting a 23-page expressions of interest document online for all to see, hoping to show that the process will be transparent and open to all interested parties. Read PCCW's Indication of Interest form (PDF)

One such party may be state-run China Netcom, which owns nearly 20 percent of PCCW.

“We have not come forward to bid for HKT at the moment, but we may not rule that out,” said Li Tao, a Netcom spokesman.

TPG Capital and Australia's Macquarie Group are pursuing a bid for HKT, sources say.

The two bid for a controlling stake in PCCW's core assets in 2006. That deal fell apart amid resistance from China Netcom as Beijing baulked at Hong Kong's main fixed-line carrier falling into foreign hands.

Beijing has blessed the current auction because only a minority stake is for sale and it comes as China restructures its own telecom sector.

HKT's earnings before interest, taxes, depreciation and amortization — a measure of cash flow known as EBITDA — rose 12 percent last year to $899 million. Revenues rose 13 percent to $2.6 billion.

All of the potential buyers mentioned declined to comment.

NOT YOUR AVERAGE LBO

PCCW, Hong Kong's former monopoly fixed-line carrier, also runs broadband services including a popular pay-TV offering, and offers mobile services.

In May, the company said it planned to fold its core media and telecoms businesses into a separate firm and sell 45 percent of the new company. PCCW shares are down more than 90 percent since 2000.

The announcement sparked the interest of private equity firms, even though a deal is unlikely to produce the kind of return they're used to.

Buyout firms typically buy companies with one-third of their own cash and borrow the rest from banks. Much like buying a house, the less cash up front they pay, the better the chance to double their money when they sell.

Those bidding for HKT are looking at an atypical deal, however, and not just because it's a minority stake.

HKT plans to raise a big chunk of debt and maintain an investment grade rating. That means buyout firms can't borrow as much money, as the more debt a company piles onto its balance sheet the more pressure in its credit rating.

Buyout shops in the hunt will therefore need to kick in more cash to make up the difference.

“You're not going to be able to maximize leverage so you're looking at a lower return,” said another investment banker involved in the deal.

Private equity bidders are in the process of setting up so-called “share financing” for the deal. This type of financing functions more like a margin loan, whereby the loan factors in dividends and asset values rather than cash flows.

PCCW has said it might consider spinning off its broadband TV arm, called nowTV, in a separate listing, letting the world's largest IPTV operator fund its own operations. But the four year-old nowTV is still loss-making, so packaging it with PCCW's other telecoms assets makes sense, analysts said.

“NowTV is an exciting business which helps PCCW sign up new users. It could offer lot of growth potential in the future.” said Marvin Lo, analyst at Daiwai Institute of Research.

By Michael Flaherty and Vinicy Chan

(Editing by Tony Munroe and Lincoln Feast)