Plaintiffs charge that Verizon’s spinoff deals earned millions for top executives and investment bankers, but left nothing but wreckage for employees, retirees, customers, and smaller banks duped into covering the tax-free debts that were left behind.

Verizon Communications is defending itself in a Dallas courtroom against a $9.5 billion lawsuit brought by creditors who allege the phone company fraudulently structured the spinoff of its phone directory business to Idearc in a deal that enriched Verizon while leaving the new publisher crippled with $9 billion in debt and eventual bankruptcy.

Verizon structured the spinoff of its phone book unit much the same way it has sold-off its local phone business operations in several states to Hawaiian Telcom, Frontier Communications, and FairPoint Communications — through controversial, tax free Reverse Morris Trusts. At the end of the deal, the buyers are saddled with enormous debts, eventually forcing HawTel, Idearc, and FairPoint to declare bankruptcy.

Now the creditors that took the hit over Idearc are in court alleging Verizon engineered the deal to unjustly enrich itself while sending the dying phone directory business straight into insolvency.

Werner Powers, an attorney for the creditors, said in opening statements Idearc was purposely loaded down in Verizon debt and “sent into the market to die.”

“They knew in major markets they had been suffering a double-digit decline,” Powers said to the judge in a Dallas courtroom. “They knew that was the canary in the mine shaft.”

The Association of BellTel Retirees is fighting for former Verizon employees who woke up one morning discovering their safe Verizon pension benefits had been transferred to a shaky startup that quickly went bankrupt.

But creditors are not alone suffering from a bankrupt Idearc. During the 11th hour of negotiations, Verizon quietly engineered a transfer of Verizon retirees that formerly worked for the directory unit to Idearc’s startup pension plan — a very risky proposition for the nearly 3,000 retirees who were secure with a fully funded, low risk Verizon pension plan.

Curtis Kennedy, the attorney representing the interests of the retirees, explains how it all happened:

On October 18, 2006, after conducting a very cryptic half hour meeting via telephone and reviewing a packet of Power Point presentations, the Verizon Board of Directors gave full approval for the Spin-Off transaction. A month later, on the last day to do the transaction, the retirees were thrown into the mix. Of course, no retiree had any prior knowledge, no fiduciary advocate, no legal representation, no union representation, and no say in the matter. The designated group of retirees were simply treated like obsolete telephone equipment being disposed of by Verizon.

At the proverbial “11th Hour” before the closing, Verizon EVP John Diercksen, acting as the sole director of Idearc, resigned his director position and he appointed a new set of corporate directors. The new directors hurriedly executed a resolution to ratify and approve the Spin-Off transaction. In reality, the new Idearc board had no choice but to sign off on the Spin-Off.

Wall Street investment banks JPMorgan and now defunct Bears Stearns swooped in to finance the multi-billion dollar transaction that engineered the transfer of $9.5 billion in debt to Idearc while allowing Verizon to keep more than $2 billion in valuable assets for itself, crippling Idearc from day one, as plaintiffs contend. Both investment banks quickly packaged and sold off the now-worthless loans to hundreds of other unsuspecting financial institutions, while keeping deal fees for themselves.

Investors also got blindsided. One Wall Street analyst gave this recommendation on Idearc shares to unwitting investors:

“When a corporate parent casts off a vexing unit with unpromising growth, the natural inclination is to steer clear of this forsaken offspring. But the yellow pages business Verizon Communications is spinning off may merit a second glance.”

Judge Joe Fish

It got one in bankruptcy court, eventually emerging with a new name: Supermedia.

Much of the documentation that surrounds the deal and those responsible for it have been sealed by the court. U.S. District Judge A. Joe Fish has announced he will decide the case himself and turned back efforts for a jury trial.  Judge Fish has also denied repeated attempts by Verizon to have the case dismissed, although he has also ruled against creditors dismissing some of their claims.

Bloomberg News this month filed motions to unseal the record in the public interest, but the judge has yet to rule on the motion.

Verizon retirees are watching the current lawsuit between Verizon and creditors carefully. The group of former employees have brought their own lawsuit against Verizon, with some of their worst fears realized when Supermedia sent word in June they were canceling the retirees’ pension benefits.

Verizon has reportedly hired eight expert witnesses to testify on its behalf, one who will receive more than$4 million in appearance fees. Verizon has leased office space specifically for the trial near the downtown Dallas federal court building.

Many current Supermedia employees report a siege mentality at what is left of the directory publisher, with regular threats of further job cuts.

[flv width=”360″ height=”290″]http://www.phillipdampier.com/video/Bloomberg Sprint Liquidity Doesnt Fix Company 9-26-12.mp4[/flv]

Sanford Bernstein’s Craig Moffett is back on Bloomberg News dismissing Sprint’s business strategy and lamenting the cost of subsidizing Apple’s iPhone 5 for existing customers who don’t really ‘need’ a new phone. Moffett sees all downsides for America’s third largest carrier (in May he gave the company a 50-50 shot of landing in bankruptcy court), trying to compete against a virtual duopoly successfully maintained by AT&T and Verizon. He thinks iPhone subsidies and purchase guarantees cost Sprint too much, their 4G LTE network is too little, too late (and will never perform as well as larger competitors who have lower frequency spectrum available for better reception), and their stock is overvalued. Wall Street routinely brings out analysts cheerleading additional mergers and acquisitions for further consolidation in the wireless market. By cutting down Sprint, Wall Street continues to emphasize it has already picked winners (AT&T and Verizon) and losers (Sprint, T-Mobile, everyone else).  (6 minutes)

House Energy & Commerce Committee

The House Energy and Commerce Committee plans to hold a hearing Friday to review the Federal Communications Commission’s actions regarding the now-bankrupt wireless firm LightSquared, which proposed a nationwide 4G network later found to create major interference problems for GPS users.

At issue are the circumstances surrounding the conditional waiver the company received from the FCC to move forward with its network in 2011. Some Republicans are questioning whether the FCC rushed the approval process without independently assessing whether LightSquared would interfere with GPS services located on nearby frequencies.

The hearing, requested by the Republican majority, will explore whether the FCC skipped its own procedures and ignored policy to hurry approval.

Sen. Charles Grassley (R-Iowa) has raised questions about the FCC and LightSquared owner Philip Falcone, who has donated nearly $100,000 to the Democratic Party.

“Without transparency, and with media coverage of political connections in this case, there’s no way to know whether the agency is trying to help friends in need or really looking out for the public’s interest,” Grassley said last September after unsuccessfully trying to get the FCC to pass along documents regarding the venture.

The Center for Public Integrity found numerous political connections between LightSquared and the Democratic Party:

• Several major Democratic campaign contributors and longtime Obama supporters have held investments in the company and its affiliates during its tangled decade of existence. They include Obama’s good friend and political donor Donald Gips, his former White House personnel chief, who now serves as U.S. ambassador to South Africa. Records show that Gips maintained an interest, worth as much as $500,000, as the FCC was weighing LightSquared’s request.
• Obama himself was an early investor and came to the presidency a firm believer in expanding broadband. He remains close to other early investors, like Gips and investment manager George W. Haywood, inviting some to luxe social events at the White House and more intimate gatherings like a night of poker and beer.
• Obama installed one of his biggest fundraisers, Julius Genachowski, a campaign “bundler” and broadband cheerleader, as chairman of the FCC, whose staff granted LightSquared a special waiver to operate.
• LightSquared’s current majority owner, hedge fund manager Philip Falcone, made large donations to the Democratic Party while his broadband request was pending before the FCC. He and LightSquared executives met with White House officials. Neither Falcone nor the White House would comment on what was discussed.
• LightSquared employs lobbying firms that wield formidable Democratic firepower: Ed Rendell, former governor of Pennsylvania and onetime chair of the Democratic National Committee, as well as the firm of former House Majority Leader Richard Gephardt.
• Jeffrey J. Carlisle, the company’s vice president for regulatory affairs, served with Genachowski and Gips on Obama’s transition team.

With nearly $3 billion sunk into the venture by hedge fund owner Falcone and his backers at Harbinger Capital, fierce lobbying pressure was applied to win the conditional FCC waiver, granted by the FCC before it reviewed comprehensive reports affirming interference problems.

When independent tests showed LightSquared’s service would overwhelm sensitive GPS receivers and render the location-tracking service nearly useless, last February the agency withdrew its permission for LightSquared to operate, beginning a death spiral for the 4G venture, which filed for bankruptcy in May.

Lovett – Paid nearly double his 2010 salary for even worse results.

The man hired specifically to improve dismal customer satisfaction ratings for Charter Communications has walked away from the company with more than $20 million in pay in 2011 after just over two years at the helm, even as the company’s ratings grew worse.

Michael Lovett assumed the CEO position at Charter after the company emerged from Chapter 11 bankruptcy in November, 2009. Lovett was charged with cleaning up the company’s lousy reputation for customer service, service quality, and pricing.

He resigned this past February leaving Charter with an even poorer customer satisfaction rating. Now a filing with the Securities & Exchange Commission discloses he walked away with $1.3 million in salary and $19.24 million in bonuses, golden parachutes, stock awards, and other resignation-related benefits — almost double the pay he received in 2010.

Charter is legendary for billing errors, disinterested customer service representatives, Internet Overcharging schemes that limit broadband consumption, poor quality repair and installation work, and inadequate infrastructure.

In July, 2011 Atlantic magazine named Charter the 5th most-hated company in America, and only received a satisfaction rating of 59/100 in the American Customer Satisfaction Index.

This year, the “don’t care bears” of cable did even worse — achieving the rank of 3rd most-hated company in America, stiffing customers with bait and switch promotions customers never received, even shoddier customer service and dodgy billing practices.

“I’d rather have AT&T, and that should tell you something,” shares Thom, a Charter customer in St. Louis. “You can’t believe how bad a cable company can be until you’ve dealt with Charter. You have a better chance of being dealt with fairly in a mob-run casino.”

“Shareholders must be among the dumbest people in America to watch this company flush more than $30 million down Lovett’s bank account for two years and accomplishing the amazing task of actually making things worse,” Thom writes. “He’s proof that throwing money at a problem does not work, no matter how many press releases Charter puts out.”

Charter is now being run by an ex-executive from Cablevision Industries, who has spent his tenure luring other Cablevision mid and high level executives to join him at Charter. President and CEO Tom Rutledge, chief operating officer John Bickham, and chief marketing officer Jonathan Hargis — former Cablevision executives now show up for work at a New York office Charter opened specifically for them.

“Nothing ever changes at Charter,” says Thom. “Instead of spending money actually improving service, they’re opening new executive suites in expensive New York just so the top brass need not slum it here in St. Louis. It’s good to know they have their priorities straight.”

The Better Business Bureau has processed more than 5,000 customer complaints against Charter in the past three years, most eventually resolved through Charter’s executive escalation office in Simpsonville, S.C.

Charter Communications reported a net loss of $94 million in the first quarter ended March 31.

Walden

House Republicans attacked the Federal Communications Commission Tuesday for “rushing” special waivers and conditions that allowed LightSquared to begin operations without fully considering its impact on GPS devices and services.

GOP Reps. Cliff Stearns (Fla.), Fred Upton (Mich.), and Greg Walden (Ore.) said the need for intensifying an investigation first launched in February was more pertinent than ever with this week’s bankruptcy declaration by the wireless Internet service.

“Now, more than ever, we need to get to the bottom of how we got this far down a dead-end road,” said the congressmen in a joint statement. “There are many unanswered questions, specifically about whether the FCC’s own objectives led to sloppy process. We are continuing to examine the information we’ve received so far to determine what happened and how it can be avoided in the future.”

Upton

All three said the FCC’s “rushed” review cost investors billions that were “wasted” building a broadband network that was later determined to create serious interference problems for global positioning satellite receivers.

The FCC previously denied they were pressured by Obama Administration officials to approve the project as part of the White House’s strong focus on broadband improvement.

But the House Republicans believe the interference problems should have been identified before the project got too far along.

Initially, the FCC issued a conditional approval to begin testing the service, which quickly led to growing evidence it unintentionally blocked GPS reception.

A preliminary report found GPS receivers were incapable of rejecting the adjacent channel interference from LightSquared’s powerful ground-based transmitters.

While technically not the fault of LightSquared, which argued it should not be held responsible for poor GPS receiver design, the fact millions of GPS receivers are already in use swayed the FCC to reject the use of those frequencies for the wireless Internet service.