BT
Strategic Concepts & Mechanics
Primary Evidence
"Such a deal faced likely resistance from other phone companies, but the first obstacle loomed within McCaw's own boardroom. London-based British Telecommunications PLC held three seats on the McCaw board of directors and owned 17 percent of the company. BT believed it held veto rights over any sellout deal. But Perry had a "gotcha" ready if BT ever posed a problem. Deep within the volumi- nous agreement between McCaw and BT was a brief, obscure clause that gave McCaw tremendous power. In it, BT promised not to oper- ate any business that competed in the United States with McCaw. Since the provision was not limited to cellular, McCaw had the right to enter any business it chose—integrated data networks, for example—and force BT to abandon it. "I just don't think they understood," Perry said later. "It's not unusual to have incredibly complicated documents that have provisions that come back to bite people if they don't pay attention.""
"Gibbs and Richwhite pared back the Telecom task to its essentials. Rob Cameron’s team carried out a very detailed and robust valuation exercise; Richwhite thought they’d have to pay at least $3 billion, a lot more than their resources. The primary object, then, was to find the hungriest potential buyers overseas, since they’d pay the most and thus were most likely to win the tender. Gibbs and Richwhite divided responsibilities; Richwhite dealt with Telefonica in Spain, BT and several American companies, while Gibbs concentrated on other Americans. As early as May 1989 Gibbs had met with Bell Atlantic. He quickly concluded that they and Ameritech, another US firm, were ‘the hottest to trot’."