Good morning,, and welcome to the Verizon conference call following the announcement of the acquisition of Frontier Communications. At this time, all participants have been placed in a listen-only mode, and the floor will be open for questions following the presentation. To ask a question, press star one on your touch-tone phone. If at any point your question has been answered, you may remove yourself by pressing star two. Today's conference is being recorded. If you have any objections, you may disconnect at this time. It is now my pleasure to turn the call over to your host, Mr. Brady Connor, Head of Investor Relations.
Good morning, everyone. Thank you for joining us on such short notice. I'm Brady Connor, Head of Investor Relations. I'm joined today by our Chairman and Chief Executive Officer, Hans Vestberg, and our Chief Financial Officer, Tony Skiadas. We also have Sampath , Kyle, and Joe, the heads of our consumer, business, and network teams on the line with us, so they can be in a position to respond to your questions. Before we begin, I'd like to draw your attention to our safe harbor statement, which can be found on slide two of the presentation. Information in this presentation contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. Discussions of factors that may affect future results are contained in Verizon's filings with the SEC, which are available on our investor relations website.
In connection with the proposed transaction that we will discuss today, Verizon may be deemed to be a participant in the solicitation of Frontier stockholders. Information about our direct and indirect interests in the proposed transaction will be included in the proxy statement that Frontier will file with the SEC and send to its stockholders. With that, I'll turn the call over to Hans.
Thank you, Brady, and thank you everyone for joining us at this short notice. I'm going to start on slide three. Today, we announce that we have agreed to acquire Frontier Communications in an all-cash transaction valued at $20 billion. At closing, this acquisition will significantly expand Verizon's fiber footprint, accelerating our delivery of premium mobility and broadband services to current and new customers. It will also power Verizon's Intelligent Edge Network for digital innovation like AI and IoT. It's important to note that everything we're talking about today is 100% aligned with our core strategy, to grow connections and value of customer relationships at the highest return on investment, and it's aligned to our three financial pillars: grow service revenue and expand EBITDA and free cash flow.
We have been on a journey focused on executing on our strengths while leading the industry and expanding options for both our consumers and business customers. Acquiring Frontier and its fiber assets is an important next step for us. Verizon has always been customer first, and this announcement is about the customer. Connectivity is essential in nearly every part of our lives and work, and no one delivers better than Verizon. We offer more choice, flexibility, and value, and we continuously look for ways to provide the best product and network experience as we bolster our position as a provider of choice. Let me take you through why we're confident Frontier brings strategic, customer, and financial benefits. To start, we're expanding Verizon's addressable market. We'll be able to provide our award-winning fiber services to more consumers and small businesses in more markets.
We're also strengthening our position and product differentiation in mobility and home by uniting Frontier's premium broadband offering with Verizon's premium mobile offering. We will be able to build deeper relationships with our customers. Verizon will also extend our premium offerings and experiences to Frontier's customers as part of this transaction. This means that those customers previously outside Verizon's fiber footprint are expected to gain more choice and access to Verizon's premium mobility, home internet, streaming, and connected home offerings at close. Verizon is one of the original fiber players. This month marks the twenty years of Fios, and no one does it better. Adding the Frontier network to our best-in-class Fios offering is a combination that can't be beat. We already have a rapidly growing customer base in fixed-wireless access. We have the best mobility customer base in the industry.
Now we're adding size and scale to our best-in-class fiber offering. Finally, the acquisition delivers substantial financial benefits. It is expected to be accretive to our revenue and Adjusted EBITDA growth at close, and to deliver significant cost synergies and maintain our strong balance sheet and capital allocation priorities. We see tremendous opportunity with Frontier as part of our team. The nation's best carrier is adding more size and scale to its fiber portfolio to pair with a rapidly growing fixed wireless access customer base. With unparalleled strength in broadband and wireless, the best wireless network and the best customer base, we're differentiated from our competitors in a significant way. Moving to slide four, you can see the combined coverage map with Verizon and Frontier together. Over the past 10 years, Frontier has transformed itself into a cutting-edge fiber network provider.
It has invested $4.1 billion over approximately four years in upgrading its network and replacing antiquated copper lines. Today, Frontier derives more than 50% of its revenue from fiber products. It also maintains a Net Promoter Score six times higher than the closest cable competitor. Frontier Fiber meets Verizon's award-winning fiber standards. This means that together, Verizon and Frontier have a combined 25 million fiber passings in 31 states and Washington, D.C., with networks that can immediately be integrated after closing. You can see on the slide that acquiring Frontier will give Verizon access to high-quality customer base in markets nationwide that are highly complementary with our Northeast and Mid-Atlantic focus. In addition, Frontier intends to maintain its plan to build out 2.8 million passings and reach its goal of 10 million locations by 2026.
As we look to increase the reach of our products and services, Verizon is well-positioned with stores throughout the Frontier territory. This means that in addition to offering our fiber services, we will also be able to sell and service our new customers locally. We have been strategically focused on our core mobility and broadband offerings. You can see that we've taken a number of steps to reach this point, expanding and adapting to core of our business, mobility and broadband, through both inorganic and organic growth. We have built a proprietary network called the Verizon Intelligent Edge Network for wireless, residential, and business services to expand our network reach. We entered the value mobility market in a big way through our acquisition of TracFone in 2021.
We have invested to improve our core mobility business, and we innovated in broadband to deliver choice, flexibility, and value for our home and mobile customers. Upon close, we will have the capability to accelerate our premium broadband across the nation to a million more customers, reinforcing our unique position in mobility and broadband. Turning to slide six. You can see on the left how fiber and fixed wireless access are winning in the market. Fiber and fixed wireless access has added well over 100% of the industry's net add growth over the last five quarters. With Frontier's fiber added to our portfolio, we will be the only carrier that will have size and scale in both fiber and fixed wireless access.
Today, Verizon and Frontier have approximately 10 million fiber customers across 31 states and Washington, D.C., with fiber network passing approximately 25 million premises, and both companies expect to increase their fiber penetration between now and closing. Fiber clearly continues to outperform cable and drive better NPS. You can see that in the statistics on the page. In addition, our fixed-wireless access offering covers 60 million households, providing even more choice and connectivity for all customer segments. Between the best network, the best customer base, and scaling fiber and fixed-wireless access, we are the strongest, most differentiated offering among our competitors. Moving now to slide seven. We have the opportunity to unite Frontier's premium broadband offering with Verizon's premium mobile offering. This is a powerful and very strategic combination. Our team has demonstrated we can create value through mobile and home convergence in the fiber base.
Frontier expands our fiber footprint in 22 new states to benefit customers, allowing us to extend our offerings, choices, and experience to Frontier's customers. At the same time, we're expanding our addressable markets for customers that will benefit from exclusive value with our premium mobility, home internet, streaming, and connected home offerings. Altogether, this will grow and strengthen customer relationships and further improve our competitive positions. It's proven that joint mobile and fiber home customers show increased loyalty and have improved rate of churn by approximately 50% for postpaid mobility. After closing, we expect to drive improved subscriber economics in Frontier's broadband business and have an estimated a million joint subscriber opportunity. Now, I'll hand it to Tony to walk through the transaction details and the financial highlights.
Thanks, Hans, and good morning. Let's go to slide eight. In terms of deal structure, we are acquiring Frontier for $38.50 per share in cash, representing an enterprise value of $20 billion. We expect to refinance Frontier's existing debt and inherit its existing net operating tax losses. The acquisition is expected to be accretive to revenue at adjusted EBITDA growth rates upon closing and accretive to EPS beginning in 2027. We see at least $500 million in run rate operating cost synergies expected to be realized by year three. The transaction is expected to close in approximately 18 months and is subject to a Frontier shareholder vote, customary closing conditions, and regulatory approvals.
With respect to the balance sheet, we expect a modest increase in our net unsecured debt to adjusted EBITDA ratio of approximately 0.2 x- 0.3 x at closing. Our capital allocation priorities have not changed. Today, we are announcing a significant investment in the business with the acquisition of Frontier. Yesterday, we increased the dividend for the 18th consecutive year, and we continue to focus on paying down debt. Once we have satisfied the first three priorities, we said we would consider buybacks. As you saw in the release, we also reaffirmed our full-year guidance for 2024. Now, turning to slide nine, we see significant opportunities to realize synergies as part of this acquisition. We are confident in at least $500 million of run rate operating cost synergies by year three.
We expect to achieve these synergies from several sources, including network integration, third-party contract synergies, and customer experience improvements, go-to-market savings on marketing and advertising, as well as increased efficiencies... and savings from duplicative functions and other efficiencies in wholesale and small business groups. We also believe there will be opportunity to generate revenue from mobile and home convergence, including cross-selling benefits. Before we open the call to Q&A, I'll turn it back to Hans for some final remarks.
Thanks, Tony. This is an exciting time for us at Verizon. Nobody manages a network like we do, and nobody is better positioned to deliver the connectivity services consumers and businesses need in nearly every part of life and work. We power and empower our people live, work, and play, and this transaction is about providing customers with more choice, flexibility, and value, with the best products and network experience. We're confident that Frontier brings strategic, customer, and financial benefits, aligning with Verizon's customer-first focus. This transaction builds on hard work over many years from our incredible Verizon team, and we look forward to welcoming Frontier and their customers to the Verizon family. With that, I hand it back to Brady for Q&A.
Brad, we're ready to take the first question.
Thank you. We will now begin the question-and-answer session. If you would like to ask a question, please press star one. Please unmute your phone and record your name clearly when prompted, as your name is required to introduce your question. To withdraw your request, please press star two. One moment for the first question. The first question will come from John Hodulik of UBS. Sir, your line is open.
Great, thanks. Good morning, guys, and congrats on the deal. Two questions, if I could. First, can you talk about any penetration upside you guys forecast in the fiber region, given the ability now to sell wireless bundles, plus the distribution of the Verizon stores and the branding, you know? So that's number one. And then number two, you guys have sort of suggested this in the past. Sampath was talking about yesterday, 400,000-500,000 homes passed per year in region with fiber. Any possibility that, you know, given the bigger platform and the bigger scale, that you guys could go faster than you're currently doing in region at this point? Thanks.
Thank you, John. I will, I will start in taking the second question, and then I will ask, Sampath to answer the first question. Regarding the 400,000-500,000, that's where the Fios footprint has been going on for quite a while, and that's the plan for this year, as we said. We have to come back what we do in the future, but again, it's a great asset. Wherever we deploy, we're very high penetration share, and a very good return on investment. So we will come back to that, when we take our next steps with our broadband strategy. Sampath?
Thank you, Hans. You know, in markets where we have Fios today, our wireless share tends to be 400 - 500 basis points higher than when we don't have Fios in this market. Over a period of time, once we close, we expect our wireless share in the Frontier markets to go up that level as we kind of bring our two bases together. On fiber penetration, we will bring the power of the Verizon retail fleet to bear and our distribution in the Frontier markets. And with that, you're gonna see higher penetration pretty soon once we close on the transaction.
Okay. Thanks, guys.
Yeah, thanks, John. Brad, we're ready for the next question.
The next question comes from Simon Flannery of Morgan Stanley. Your line is open.
Great. Thanks so much. Hans, I wonder if you could answer the question, why now? In the past, you've talked about a national broadband strategy, but it's generally revolved around fiber in region and fixed wireless out of region. Has there been any change in your perspective on the role of fixed wireless and the role it plays there, or is it just your success in the convergence that has led you to make this move here today? And then, Tony, I wonder, thanks for the synergy information. Could you get a little bit more specific on some of the big buckets within that $500 million number and any cost to achieve on that as well? Thanks.
Thank you, Simon. Now, on the fixed wireless access, we, there is no change on our strategic view on that. It's a great product, very high NPS, very differentiated with a self-install and that, and that we will continue with. And as we've said so many times before, Joe and the team and I have agreed that when we deploy the C-band, we put mobility as the number one priority, and then fixed wireless access opportunely comes along with it. And you have seen through the years right now, how great that has been, both for our business side, with Kyle, but also, of course, on the consumer side. And that will continue to create opportunities across, because we want to create this optionality that we have with myHome.
You know, you have different type of opportunities with fiber, different opportunities with fixed wireless access for different type of customers. And then we have our streaming service on top of that. On top of that, we have in-home offerings, everything from insurance, et cetera. So it's a way for us to continue to give more value to our customers, and that will be gonna apply in this case as well. So nothing has changed in our strategy that we laid out a couple of years ago, where we build one network, try to get as many profitable connections on top of it, and then we have different access technologies for different type of customers in different moments. So that has not changed.
What a little bit changed is, of course, that we saw a build versus buy here. I mean, we could have continued to build with our fiber outside the ILEC, but the economics of this deal and the time to market was, of course, very, very appealing for us. So that, that's what it is, and the team has done a great job. And of course, just as I said earlier, today, when I talked to people, these assets were, of course, Verizon's, some of them, at least from the beginning. My predecessor took the right decision to divest them. They were basically a copper-based asset by then. We needed to invest in other areas, which we did during that time.
Now, we're taking this asset back in a totally different shape, with strong fiber footprint. So it's nothing changed in the strategy, fixed wireless access down there. Tony?
Yeah, sure. Hi, Simon. So on the synergies, a few points here. So we said in the prepared remarks that the deal is accretive to both revenue and EBITDA growth upon closing. And we also said it's accretive to EPS and free cash flow in the first year. Obviously, there's costs to achieve in year one. In terms of the synergies, we said at least $500 million of OpEx run rate synergies, and we're very confident in the synergy goal, and obviously, we'll push for more. In terms of the composition, roughly half of it is the network. If you think about access costs, if you think about transport, that's about half of it, and the other half is really around go-to-market.
If you think about marketing, advertising, and customer experience improvement, and obviously, there'll be some redundant costs as well, but that's where we are at this point.
Great. And just one follow-up on BEAD. Does anything change with Frontier's BEAD strategy as a result of this?
No. Based on this, the only thing we can confirm that the plans to add three million passings the next one and a half year to 2026 they will continue with, and we support it.
Great. Thanks a lot.
Yeah, thanks, Simon. Brad, we're ready for the next question.
The next question comes from Jim Schneider of Goldman Sachs. Please go ahead, sir.
Good morning. Thanks for taking my question. I was wondering if you could comment first on ultimately, once you have the combined footprint of 25 million fiber passings, what do you think is your ultimate ambition in terms of overall fiber footprint? How big can you make that footprint over the long term, say, by 2030? And then, you know, separately, if you look forward and think about the balancing of your CapEx priorities between fixed wireless or overall wireless and fiber, would you provide basically lend any more weight to fiber investment relative to wireless on a go-forward basis? Thank you.
Thank you for the question. As we estimate right now, we will have 30 million+ passings when this closes, given that we estimated 18 months. And then on what's gonna happen after that, we will, of course, continue to be competitive to fiber, but I have nothing to disclose right now we will do after that. But clearly, fiber has been important. Verizon was first to the market with the Fios product, which is doing the 20th anniversary right now, which is just amazing. So we are very committed to that, but we're also very committed to fixed wireless access. That's the whole sort of recipe for Verizon's strategy. We will give choice to customers, and we will have it, and we build the networks once.
And, on top of that, we now have owners' economics on everything, mobility, fixed wireless access, and fiber. So that scale and distribution, nobody has, and that, that's what we see. This is fitting in so well with our strategy.
Thanks, Jim. Brady, we're ready for the next question.
The next question comes from Sebastiano Petti with JP Morgan. Please go ahead, sir.
Hi, thanks for taking the question. Just wanted to follow up on the regulatory process. You know, 18 months seems a little bit, you know, on the outside of how, you know, we had been thinking about it. I mean, what are the long poles in the tent there, as we should be thinking about that? And why perhaps, you know, yeah, 18 months, relative to, you know, what we've seen in the past with you, with TracFone and last time when you divested to Frontier, was, I think, about a year or so. And then, anything to think about, you know, Sampath, you talked about the market share increase, you know, being commensurate with your current fiber footprint. It seems as though now fiber may have a larger part of your long-term convergence strategy.
Help us think about, you know, what does that mean from a promotional intensity perspective or go-to-market? I mean, is it more about plugging in the fiber passings on the Frontier base into what your, you know, the Verizon flywheel, or do we think about, you know, changes to your go-to-market strategy? As, you know, I think, Hans, in the past, you've talked about putting one product versus, you know, together with another doesn't necessarily mean you need to discount both for convergence to work. So any change on the longer-term convergence strategy or how you're thinking about it would be great. Thank you.
Let me start, and I will pass it over to Sampath to dig in a little bit to the conversion. On the regulatory, I mean, we think this deal is great for the customers and the consumers. That's gonna be addressed there. We're gonna have enhanced offerings. We're gonna bring the whole Verizon behind it with the optionality. However, I mean, there is a process that has to go through, and we will, of course, we have done it before. It's gonna be different states and other agencies that are gonna do it. Your guess is equally good as ours. We plan for this as we communicate right now, 18 months, but of course, we will do everything to see that we can do this faster.
On the convergence, the only thing I want to say before I hand it over to Sampath , we don't have any change in how we view convergence. We think it's two great products that should not be discounted in order to sell them both. The wireless and broadband are essential today. What we can do is, of course, we can add a lot of scale on top of it and see that the customer gets that benefit. Sampath?
Thank you, Hans. When we do convergence, the way Verizon likes it, it tends to be revenue and EBITDA accretive to us. A lot of that relies on the fact that we see a 50% reduction in mobility churn when we bring the two products together in front of the customer, and a 40% reduction in fiber churn when we do that. That translates into accretion, both on revenue and EBITDA, immediately. The process for us is to bring it into the Verizon flywheel. We had myPlan launch earlier this year, which is a platform where we have the best connectivity products, and then perks on top of that and other services that we add on top of that, through digital, through our stores, through our call centers.
That is the flywheel that we've built, and the Frontier base, post-closing, will come right into that base, and we will drive increased penetration from what they have today.
Got it. Thank you. Tony, quick follow-up. Any, not cited, but, I mean, I would imagine there's probably some CapEx or, you know, procurement savings as well from a synergy perspective. Any color there?
Yes, Sebastiano, there's nothing in there from a CapEx perspective at this point, so the 500 is just literally OpEx synergies at this point.
Thank you.
All right. Thanks, Sebastiano. Brad, we're ready for the next question.
The next question comes from Bryan Kraft of Deutsche Bank. Your line is open, sir.
Hi. Thanks. Good morning. I guess I just wanted to ask, I mean, you know, what this means from a broader strategy around fiber. And you know, I don't mean to ask the question in quite this way, but I don't know how else to do it. But could you envision additional acquisitions of fiber and fiber broadband operators? I mean, is the goal here to continue to gain scale in this area? And then, secondly, for Tony, I mean, can you just give us a sense for what the integration and the cost to achieve might look like? Thanks.
Thank you. On the first question, when it comes to our fiber footprint as we close this one, I think the scale and the distribution we will have at that moment of close is gonna be really good, and I think we're gonna be very satisfied with that asset, so right now, we're number one, focused on continue to execute on our day-to-day operations here and constantly improve the business we have, both in Verizon Business Group and in the Consumer Group, and then, when we close this, I think we're gonna be very happy with the assets we have, and we can address a totally totally bigger market, which is gonna be good for a long-term sustainable growth of the overall company.
The short of it is, we're happy with these assets.
Bryan, just on the integration cost, typically and historically, how we've handled this is we'll share the integration costs and disclose them as we go, and that'll be something we'll provide transparency on as we get closer and closer to closing the deal.
Okay. Thanks to you both.
Yeah, thanks, Bryan. Brady, we're ready for the next question.
The next question comes from Frank Louthan of Raymond James. Please go ahead, sir.
Great. Just to follow up on the last question, given the synergies there, it seems like a pretty good deal to pursue more of these types of acquisitions. I mean, from a balance sheet perspective, where would you be comfortable if there were other assets for sale? And then secondly, on the integration, one of the challenges for these were systems. How much were those systems completely off? And how challenging will it be to get back on your systems from those assets to put them back on? Thanks.
Thank you. I will ask Joe to comment a little bit on the systems. On the first one, you're right. The economics of this deal is really good for us. I mean, as Tony said, accretive on growth of both EBITDA and revenue as we close, but also, we're adding 0.2-0.3 of the leverage the day of closing. And remember, we have time now to pay down debt until this is done. So yeah, it's good there, but that doesn't change totally if we're gonna do more M&A or not. We are happy with this right now, and this is a really good asset we have.
I've said it so many times, we are sort of in the third phase here after done a lot of changes in the company, the go-to-market, the structure, and then selling and buying asset. Now we add these to the current strategy. So I feel this is much more of an integration to the current core strategy of the company, and I feel really good about the team's work they have been doing to come up to this decision. Joe?
Thanks, Hans. So as we look at the integration post-close of systems, after 20 years of leading in Fios, we have some really industry-leading customer experience metrics across how we operate the network, how we interface with customers, how we dispatch, et cetera. So our expectation is that we'll leverage the power of the Verizon systems and processes post-close to bring to bear those benefits to customers in the Frontier footprint. You know, that'll take a little bit of time, but we expect to leverage the best of both what Frontier has done and what Verizon has done over the past 20 years on Fios.
All right, thank you very much.
Yeah, great. Thanks, Frank. Brad, we're ready for the next question.
The next question comes from Craig Moffett of MoffettNathanson. Sir, please go ahead.
Hi, good morning. I wonder if you could talk about how this changes your strategy in wireless, in the areas where you don't have access to fiber, and if you kind of envision a world where it seems like not just you, but also your wireless peers are moving toward more of a converged strategy, does that kind of lead to a world where each of you has a relatively sort of small sets of islands where you're competitively advantaged, but that you are therefore competitively disadvantaged in other parts of the country?
I wouldn't describe the small islands. We have a fantastic wireless footprint across the nation, number one, with distribution. We are now adding to the fiber footprint and, of course, fixed wireless access, covering more than 60 million homes right now. As I said before, our strategy with the C-band deployment has always been mobility first, and then adding on to fixed wireless access as an opportunity on the same equipment to get the best owner's economics. So we actually, for the same radio base station, we have three business cases, which is very unique, and that's why this is such a great business together with the fiber we're now adding. But maybe Sampath wants to add something to it. Sampath?
Yeah. Yeah, you know, by 2026, Craig, we'll have 30 million homes of fiber that we pass. And, you know, right now, we are a little north of 60 million homes of FWA. So when you put those two footprints together, we probably have one of the largest broadband footprints available in the space. And two is, both of those are owner economics, AKA, we control the underlying network ourselves. So when you put a converged solution together of a mobile plus home, one, we want it to be revenue and EBITDA accretive. Two, we want to have owner economics on both the networks. This basically puts us as the number one mobility player in the market, and we'll be among the top broadband players when the deal closes. So this puts us in a very strong position together with FWA and the fiber piece.
The last one is the value of a myHome offering. You know, we have a base offer with base connectivity, and on top of that, we're able to bring perks and then some other services. It really builds the book of business with our customers, and it deepens our relationship with our customers. That helps with churn. You know, when you put the two products together, as I said, you see a 50% reduction in mobility churn and a 40% reduction in fiber churn. We have slightly smaller numbers, but similar numbers on the FWA side as well. So that makes for a really strong economics with a very large base of broadband that we offer.
Thank you.
Yeah, thanks, Craig. Brad, we have time for one last question.
Thank you. Your final question will come from Tim Horan of Oppenheimer. Sir, your line is open.
Thanks, guys. Can you give us the number of total homes or pops passed now with wireline infrastructure for both companies, you know, both copper, you know, and fiber? And, you know, you're basically on a 2.5 million fiber home build per year. I mean, post-transaction, you know, what would cause that to kind of go up or down? Thanks.
Yeah. Hi, Tim. You know, so, Frontier's is about 15 million, based on what we understand today, so, and then you add that to, to what we have in play, which is about 30, so.
Got it. And, what would cause the trajectory of builds to change? I mean, would more subsidies, you know, accelerate it or keep it at that pace, or, just any more color around that?
Yeah, so Frontier said that they're on pace to do, you know, 10 million, so they're going to continue with their build plan. Obviously, as Hans mentioned earlier, you know, we're doing 400,000-500,000 on Fios, and, you know, we'll come back to you with the next steps on broadband real soon.
Thank you very much.
Yeah. Perfect, Tim. Hey, Brad, that's all the time we have today.
This concludes the conference call for today. Thank you for your participation and for using Verizon Conference's services. You might now disconnect.