AT&T is offering T-Mobile customers — and only T-Mobile customers — up to $450 to switch their wireless service to AT&T, but is the switch actually worth it? A close inspection of AT&T’s fine print suggests some customers might want to think twice.

According to AT&T, beginning Jan. 3, under the limited-time offer, T-Mobile customers who switch to AT&T can trade-in their current smartphone for a promotion card of up to $250, which can be used toward AT&T products and services.  Trade-in values will vary based on make, model and age of the smartphone, but many of the latest and most popular smartphones will qualify for a value of $250.  T-Mobile customers can receive an extra $200 credit per line when they transfer their wireless service to AT&T and choose an AT&T Next plan, buy a device at full retail price or activate a device they currently own. The “Next” plan offers customers a chance to upgrade to a new device every year under an installment plan that divides the retail price of the phone over 20 months.

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The Wall Street Journal’s ‘Digits’ explores the open marketing warfare between AT&T and T-Mobile. (3:34)

Although $450 sounds like an outstanding deal, some Wall Street analysts that usually panic when a company seems to be giving away the store, are still sleeping well at night.

“It’s not as great an offer as it appears on the surface,” Michael Hodel, equity analyst at Morningstar tells MarketWatch. “The fine print is critical.”

1. Not every smartphone will qualify for the $250 “promotional card.” Only the latest model smartphones showing no signs of wear and tear are going to earn full value. Customers with older feature or basic phones will not qualify for anything at all. Customers may be able to get just as much selling their old phone themselves.
2. AT&T is not offering a cash rebate. The value of the “promotional card” and the $200 ‘switch from T-Mobile’ bonus can only be spent on AT&T products and services. The promotional card will help defray the cost of buying a new smartphone from AT&T (which may not have the best price) and the $200 bonus will appear as a credit on a future AT&T bill.
3. By accepting the $200 bonus, customers give up any device subsidies, an important distinction if you want an Apple iPhone. AT&T’s device subsidy on this phone is higher than $200.
4. AT&T has tighter credit standards than T-Mobile. Customers with spotty credit may be asked to put down a deposit with AT&T before the company will take your business.

Legere

AT&T argues its offer will benefit T-Mobile customers by giving them access to the larger coverage area of AT&T’s wireless network and more widespread 4G service. But AT&T customers pay higher prices for access to that network. A T-Mobile customer is more likely to be sensitive to the price of the service — one of the strongest marketing points T-Mobile has in its favor. Most customers unhappy with T-Mobile’s less robust coverage tend to cancel service at the end of their contract (or earlier) and switch to either AT&T and Verizon Wireless.

According to an October report from MoffettNathanson Research, a typical T-Mobile family with 3-5 lines on a single account usually save around $50 a month off AT&T’s prices. That represents $600 a year in savings.

T-Mobile’s scrappy and aggressive marketing has had an impact, particularly on AT&T. Just a few years earlier AT&T tried to buyout T-Mobile in a consolidation move rejected by the Justice Department’s Antitrust Division. After the merger collapsed, incoming T-Mobile CEO John Legere has long forgotten whatever niceties existed between the two companies when they were trying to join forces. Legere has been on the attack against both AT&T and Verizon Wireless all year, and the effort is clearly beginning to pay off as T-Mobile adds customers.

Last year at the Consumer Electronics Show (CES) Legere called AT&T’s network “crap” on stage. So when Legere crashed AT&T’s party at this year’s CES convention, still sporting his pink T-Mobile t-shirt, AT&T’s security guards threw him out.

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CNN calls T-Mobile’s John Legere the most dangerous man in wireless, for exposing “disgusting” AT&T and Verizon’s over 90% gross margin on their wireless services and their consumer unfriendly business practices. (2:41)

“Use it or lose it” is the policy under which the Federal Communications Commission licenses scarce, publicly owned airwaves, but in practice companies warehousing unused spectrum can sell it off and make a handsome profit.

Reuters today reports T-Mobile USA is exploring a spectrum buy from its rival Verizon Wireless to bolster wireless data services to effectively compete against Verizon, AT&T and Sprint.

A source told Reuters the deal is in the early stages and could involve the purchase of Verizon’s unused “A” Block 700MHz spectrum, ideal for long distance and indoor reception. Verizon chief financial officer Fran Shammo earlier said the company was not going to sell its unused spectrum at “fire sale” prices and recently rejected an offer deemed to be too low. One analyst estimated the value of Verizon’s excess “A” spectrum to be as high as $3 billion.

T-Mobile, owned by Deutsche Telekom, told investors on Nov. 12 it was launching an equity offering to raise money for spectrum deals with a private, unnamed party. T-Mobile raised $1.8 billion through a sale of its common stock last week and offered $2 billion in bonds on Nov. 18 with the expected aim of funding future spectrum purchases.

Verizon acquired the spectrum in 2008, part of a broader auction that sold off frequencies formerly used by UHF TV channels 52-69. The “A” block is considered less desirable because of adjacent interference concerns in areas where a television station operates on Ch. 51. Those stations may not be there for long. The FCC is proposing to auction off UHF channels 31-51 to wireless companies in the future, reducing UHF TV to channels 14-30. Verizon’s “A” block licenses do not blanket the entire country, but can cover a number of major cities. Verizon Wireless deployed its LTE 4G network on its “C” block.

AT&T is hunting for buyers of its massive network of 10,000 cell towers worth about $5 billion to defray the costs of Wall Street-pleasing stock buybacks and fund potential acquisition deals in Europe.

The company first signaled a willingness to sell its towers and other ancillary assets at an investor meeting in March according to Bloomberg News. AT&T has hired TAP Advisors LLC and JPMorgan Chase to help coordinate the sale.

After the sale, AT&T would lease access to the network of cell towers from its new owner, potentially winning AT&T certain tax benefits. In return, the company will give up about $326 million in annual revenue now earned from other companies that pay to lease space on AT&T’s towers.

The sale could help competing carriers seeking to improve coverage. An independent owner will any wireless company to lease access to a site’s tower, something AT&T did not always permit for competitive reasons. That could cut a lot of red tape for companies seeking to build new tower sites and meeting objections from area residents.

Tower company consolidation has already reduced the number of potential buyers to three major likely contenders: Crown Castle International, SBA Communications, and the largest tower owner in the United States – American Tower Corp.

Cell tower sales are no longer unusual. T-Mobile USA agreed to sell the rights to operate 7,200 cellular towers to Crown Castle for $2.4 billion last September and other companies are buying wireless network assets in Brazil and Mexico.

Phillip “Every other 2008 spectrum bidder except U.S. Cellular has since sold its winnings to AT&T or Verizon Wireless or has never provided competitive service” Dampier

AT&T is unhappy with a proposal from a wireless competitor it originally tried to buy in 2011 that would offer smaller competitors a more realistic chance of winning favored 600MHz spectrum vacated by UHF television stations at a forthcoming FCC auction.

T-Mobile’s “Dynamic Market Rule” proposal would establish a cap on the amount of spectrum market leaders AT&T and Verizon Wireless, flush with financial resources for the auction, could win.

“Imposing modest constraints on excessive low-band spectrum aggregation will promote competition, increase consumer choice, encourage innovation, and accelerate broadband deployment,” T-Mobile offered in its proposal to the FCC.

Without some limits, wireless competitors Sprint and T-Mobile, among other smaller carriers, could find themselves outbid for the prime spectrum, well-suited for penetrating buildings and requiring a smaller network of cell towers to deliver blanket coverage.

In a public policy blog post today, AT&T argues T-Mobile is behind the times and its proposal is unfair and unworkable:

First, the purported advantage of low band spectrum – that it allows more coverage and better building penetration with fewer cell sites – has been overtaken by marketplace realities under which capacity not coverage drives network deployment.  Carriers deploying low band and high band spectrum alike must squeeze as many cell sites as they can into their networks to meet exploding demand for data services.  Second, to the extent this is less the case in rural areas, those areas are not spectrum-constrained and the lower cost of building out low band spectrum in such areas is offset by the higher cost of the spectrum itself.

[…] But this is not the only point that should concern policymakers.  Such caps will also suppress auction revenues, potentially to the point of auction failure, ultimately reducing the amount of spectrum freed up for mobile broadband use and undermining the auction’s ability to meet critical statutory goals.

[…] Even if T-Mobile’s proposal did not result in complete auction failure, its proposed caps would suppress auction revenues, reducing the amount of spectrum freed up for mobile broadband use as well as funds generated for FirstNet and to pay down the national debt.  That is because strict limits on participation by otherwise qualified bidders will make the auction less competitive and will yield less revenue.  Indeed, if T-Mobile’s proposed spectrum cap was strictly enforced, Verizon estimates it would be barred from bidding in 7 of the top 10 markets.  AT&T would face similar bidding limitations, as noted in our filing.

AT&T suggests the last major auction in 2008 attracted 214 qualified bidders and 101 bidders won licenses, including carriers of all sizes and new entrants.

But an analysis by Stop the Cap! shows the breakaway winners of the 2008 auction were none other than AT&T and Verizon Wireless, which paid a combined $16.3 billion of the total $19.592 billion raised. For that money, they acquired:

• Block A – Verizon Wireless and U.S. Cellular both bought 25 licenses each. In this block, Verizon targeted urban areas, while U.S. Cellular bought licenses primarily in the northern part of the U.S., where it provides regional cellular service. Cavalier Telephone and CenturyTel also bought 23 and 21 licenses, respectively. Cavalier Telephone is now wholly owned by Windstream, which does not provide cell service and was selling its 700MHz spectrum to none other than AT&T. So is CenturyLink (formerly CenturyTel).

• Block B – AT&T Mobility was the biggest buyer in the B block, with 227 licenses totaling $6.6 billion. U.S. Cellular and Verizon bought 127 and 77 licenses, respectively. AT&T Mobility and Verizon Wireless bought licenses around the country, while U.S. Cellular continued with its strategy to buy licenses in its home network northern regions.

• Block C – Of the 10 licenses in the C Block, Verizon Wireless bought the 7 that cover the contiguous 48 states (and Hawaii). Those seven licenses cost Verizon roughly $4.7 billion. Of the other three, Triad Communications — a wireless spectrum speculator — bought the two covering Alaska, Puerto Rico and the U.S. Virgin Islands through its Triad 700, LLC investor partnership, while Small Ventures USA, L.P. bought the one covering the Gulf of Mexico. Triad 700, LLC sold its spectrum last fall to AT&T while Small Ventures USA sold theirs to Verizon Wireless.

• Block E – EchoStar spent $711 million to buy 168 of the 176 available Block E licenses. This block, made up of unpaired spectrum, will likely be used to stream television shows. Qualcomm also bought 5 licenses. Neither company has used its spectrum to offer any services five years after the auction ended.

So much for improving the competitive landscape of wireless. Other than U.S. Cellular, which is rumored to be on AT&T and Verizon Wireless’ acquisitions wish list, every auction winner has either sold its spectrum to the wireless giants or has done nothing with it.

If “highest bidder wins”-rules apply at the forthcoming auction, expect more of the same.

AT&T and Verizon Wireless have significant financial resources to outbid Sprint, T-Mobile and smaller carriers and will likely win the bulk of the available spectrum whether they actually need it or not. Smaller victories may be won by smaller competitors, but only in rural areas and sections of the country disfavored by the largest two.

Analysts were surprised at the premium price AT&T agreed to pay when it announced last month it was acquiring Leap Wireless — owner of the Cricket brand prepaid cell phone service — for $1.2 billion plus assuming $2.8 billion in net debt. But newly released documents show AT&T will win significant tax concessions allowing it to shelter hundreds of millions in revenue from the tax man.

In fact, the more Leap Wireless piles up debt and hemorrhages customers, the more AT&T’s taxes go down.

If AT&T wins approval for its deal to take over Cricket’s dwindling customer base, wireless spectrum, and the company’s existing wireless network, it will receive 20 years of tax savings from “pre-change” losses, offering AT&T a tax shelter worth $155 million in taxable income a year. That means AT&T will see at least a $60 million reduction in its tax bill each of the first five years after the deal is approved. Then the savings decrease somewhat for the next 15 years as AT&T gets to write off $35 million annually.

Despite Cricket’s efforts to promote its bundled music and prepaid cell services as an industry game-changer, customers did not agree.

On Thursday, Leap admitted Cricket lost $163 million, or $2.09 per share, on revenue of $731 million for the quarter ended June 30. The company also saw 18 percent of its customers leave over the past year, with 4.8 million remaining. Leap management admitted it was becoming increasingly difficult to compete because its network was smaller than its larger competitors and Cricket had trouble acquiring the hottest smartphones to sell to customers.

Leap has been peddling Cricket on the wireless market since 2009 with no takers, even after it began to slowly pursue a network upgrade to 4G LTE service that was more promise than reality. Recent disclosures show the company lacked the money to expand more quickly.

AT&T still showed little interest in the little carrier that couldn’t over the course of 2012.

In May, as T-Mobile closed in on its takeover of similarly sized MetroPCS, things changed. AT&T ended up being the sole bidder for Cricket, offering $9.50 a share.

AT&T raised its offer to a whopping $15 a share after Leap executives promoted Cricket as a useful brand for AT&T to improve its standing in the prepaid market. But executives also sold AT&T on the fact Leap was lousy in debt, which opened up significant tax savings opportunities for AT&T.

BTIG Research’s Walter Piecyk thinks AT&T is shelling out a lot for Leap, even after considering the tax and spectrum benefits. But more than anything else, AT&T may have been willing to pay a premium for Cricket just to make sure none of its competitors, particularly T-Mobile, got there first.

The deal still requires approval by the Federal Communications Commission with a likely weigh-in from the Department of Justice’s Antitrust Division.

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Moffett Research senior research analyst Craig Moffett tells Bloomberg News AT&T’s acquisition of Leap Wireless sticks it to competitors, in particular T-Mobile. AT&T’s purchase blocks T-Mobile and other carriers from getting access to Cricket’s wireless spectrum. Moffett also talks about the trend towards wireless mergers and acquisitions and how Verizon and AT&T got stuck with unwanted, unsold iPhones that could cost the companies millions. (6 minutes)