Japanese mobile operator Softbank Corp is near a $20 billion (12 billion pounds) deal to acquire control of U.S. carrier Sprint Nextel Corp, sources familiar with the matter said, as the firm led by billionaire Masayoshi Son seeks a foothold in the U.S. market.
A deal, which the sources said could be announced as early as Monday, would be Japan's biggest overseas buy, and would also give Sprint ammunition to potentially acquire peers and build out its 4G network to compete better in a U.S. wireless market dominated by AT&T and Verizon.
Softbank shares tumbled more than 7 percent early on Monday, and have lost more than a fifth of their value since news first broke of the firm's interest in Sprint. Investors are concerned that Son, who has a reputation for taking risks, may be offering too much.
Under the deal taking shape, the sources said Softbank would buy some $12 billion worth of Sprint shares and spend another $8 billion on new Sprint securities. The Japanese firm would initially buy $3 billion of bonds convertible into Sprint stock at $5.25 a share, the Wall Street Journal reported, citing people familiar with the matter. It would also buy $5 billion in stock directly from Sprint, and offer $7.30 a share for stock it buys in the public markets. Sprint closed on Friday at $5.73.
Sprint, led by CEO Dan Hesse, has net debt of about $15 billion, while Softbank has net debt of about $10 billion. Adding the $2 billion of net debt of eAccess Ltd, which Softbank recently agreed to buy, would raise "post-deal gearing levels to unacceptable heights", Societe Generale said in a client note on Friday.
"It's the same (market) reaction as when Softbank said it was going to buy Vodafone a few years ago. Everyone came out and said it was far too expensive," said Fumiyuki Nakanishi, general manager of investment and research at SMBC Friend Securities.
Softbank acquired Vodafone's Japan unit for $15.5 billion in a landmark deal in 2006 that propelled the firm into the mobile carrier business.
CLEAR FOR CLEARWIRE
Sprint confirmed on Thursday it was in talks with Softbank about an investment that could involve a change in control. If Softbank takes a 70 percent stake of Sprint for $20 billion, that would imply the No. 3 U.S. wireless company was worth about $28.6 billion, some two-thirds greater than its market capitalization at Friday's close.
On Friday, Standard & Poor's put its "BBB" long-term rating on Softbank on 'credit watch with negative implications', saying the deal "may undermine Softbank's financial risk profile" and would pressure its free operating cash flow for at least the next few years.
A tie-up between Sprint and Softbank could see the U.S. firm use some of the proceeds to buy the part of Clearwire Corp it doesn't already own, given that company's attractive spectrum assets, analysts and investors have said. Clearwire stock soared on Friday.
An alliance with Sprint could also give Softbank leverage when dealing with Apple Inc, helping bolster its domestic position against KDDI Corp, which also now offers the iPhone in Japan, and market leader NTT Docomo, which is yet to offer the Apple smartphone.
A Tokyo-based Softbank spokesman reiterated on Monday that the company was in talks about making an investment in Sprint, but no agreement had been reached. Sprint representatives were not immediately available to comment, and a Clearwire spokesman declined to comment. CNBC's David Faber reported the news earlier on Sunday.
Softbank is in talks with Japan's leading banks - Mizuho Financial Group Inc, Sumitomo Mitsui Financial Group and Mitsubishi UFJ Financial Group - to borrow up to $23 billion for a deal, people familiar with the matter told Reuters on Friday.
The banks involved in the syndicated loan could provide a commitment letter as soon as this week, the sources said.
A deal for Sprint at around the levels mentioned by sources - and including a follow-on deal for MetroPCS - would lift the tally of outbound deals by Japanese firms to a record $80 billion this year, Thomson Reuters data shows, underscoring a strong appetite for overseas assets seemingly unaffected by signs of slowing global growth.
With Sprint in hand, Softbank may also look to acquire smaller U.S. carrier MetroPCS Communications, Japanese media have reported. Sprint has had a long interest in MetroPCS, which earlier this month agreed to merge with T-Mobile USA, part of Deutsche Telekom AG.
A takeover of Sprint would require approval from U.S. regulators, including the Justice Department and the Federal Communications Commission. Given the importance of telecommunications to U.S. national security, any deal would also likely warrant a review by the inter-agency Committee on Foreign Investment in the United States, according to one Washington-based attorney who advises on mergers and acquisitions
The attorney said that Japan's status as a close U.S. ally would help Softbank win approval for the deal.
(Additional reporting by Sophie Knight, James Topham and Andrea Shalal-Esa.; Editing by Gunna Dickson and Ian Geoghegan)