Marlin Continues Its Optical Rollup With Tellabs Acquisition

Marlin announced today it was acquiring Tellabs for $891 million in cash. Given Tellabs has a net cash position of about $542 million, the actual net cash paid by Marlin will only be around $350 million or about 0.4x projected 2013 sales.  As I wrote in a prior post, Marlin is attempting a rollup in the communications equipment market, with a particular focus in the optical transport segment.  This rollup strategy in my view will be challenging given the very competitive and R&D intensive nature of the optical market, the market share loss trends and lack of scale of the companies they are acquiring and the integration challenges of combining multiple businesses across different geographies.  In particular, neither Tellabs in the metro DWDM market nor NSN Optical in the long haul DWDM market is a scale player vs. their respective competitors. On the other hand, Marlin has the advantages of paying relatively low valuations for the respective optical assets and is buying these assets as the secular growth outlook for the optical market is improving as evident by the financial and stock performance of optical peers such as Ciena, Finisar, Infinera etc.

The history of rollups in the communications equipment market, however, is not very favorable.  Companies that have attempted value oriented rollups like Zhone and Genband over the course of many years have shown that communications equipment rollups are difficult to execute even when paying low valuations for the assets.  Arris has shown better results in rolling up the cable TV equipment market, although one could argue Arris began its rollup efforts from a better position in terms of relative market share and scale.  Finisar, which has pursued a rollup strategy in the optical component segment, has shown volatile results due to very cyclical nature of the optical components market.  Ciena’s acquisition of Nortel’s optical assets has proven to be a positive for the company, but much like Arris, this scale driven acquisition was done from a better relative position of scale and market from where Marlin is beginning its efforts.

Prior to the planned acquisition of Tellabs, Marlin had already purchased the optical unit of Nokia Siemens Networks (NSN), which focused primarily in long haul DWDM optical systems, and certain technology assets from Sycamore Networks in bandwidth management, and named the unit Coriant. Tellabs will provide Coriant legacy optical technology in digital cross-connects, which is in secular decline, metro DWDM technology (which is complementary to the NSN long haul DWDM unit), broadband access technology in PON, wireless backhaul data products and a declining services unit.  I personally thought Adva or even the Fujitsu Network Communications optical unit would have been better assets for Marlin to combine with Coriant given better scale in metro DWDM than Tellabs, although these assets were likely more complicated to acquire (e.g. price, ownership structure, etc.).  Tellabs on the other hand was likely an easier transaction given the company has seen multiple CEO and CFO changes in the past couple of years, had an activist investor seeking a financial exit and the company has been on a consistent downsizing path with a reduction of its total headcount by about 33% in just the past six quarters.

My guess is that Marlin will seek to combine the metro DWDM and Data products from Tellabs with the existing Coriant assets and seek synergies in SG&A and R&D within these businesses.  Putting together the NSN optical and Tellabs optical/data businesses can be successful if Marlin is able to reap synergies and reverse share loss trends of both Tellabs and NSN Optical by convincing global Tier 1 service provider customers that Coriant now has scale and technology assets to compete and grow.  Tellabs and NSN Optical were at risk of losing Tier 1 customers globally; perhaps together Marlin is betting this can be avoided and turned around.  The cross-connect and services unit will likely be run for cash and the Broadband Access unit will likely be put for sale.  A company more focused in the Access market and with a decent relationship with AT&T (e.g. Adtran), may see some value in the historical Fiber To The Curb assets Tellabs has in the Bell South region of AT&T as AT&T seeks to upgrade this part of their network in the future.

Disclosure: Any company mentioned in the post may be a client or a potential client of NT Advisors LLC.

“Quien Es Mas Macho”: Software Or Optics?

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Last week I attended an Optical/SDN conference in NY while I also moderated an SDN user panel at another conference in Silicon Valley.  In attending such conferences, I always look forward to learning how traditional service providers (e.g. Verizon) and content providers (e.g. Google) utilize or plan to utilize SDN to address major operational pain and cost points in their networks.  For example, major content providers speaking at these conferences have already begun to utilize internally developed software-based load balancing and security applications within the SDN framework.  As an example, one major content/hosting provider told me at one of these conferences that they no longer add appliance based load balancers to one of their network services as they have developed and utilize their own internally developed virtual load balancer.  The virtualization of some basic functionality typically found within security and application delivery controller appliances, is now an initial use case within the SDN framework by content providers like Amazon, Azure, Facebook, and Google.

When it comes to service provider wide area connectivity, however, it is striking for me to hear how Google has achieved up to 90% utilization on their data center to data center WAN links in their current SDN deployment, while traditional telecom operators like Verizon, CenturyLink etc. continue to echo that their respective optical transport networks remain dramatically underutilized given these networks were designed for peak traffic load rates and up to 50% of the networks were constructed as spare, idle capacity to address various failure scenarios (e.g. fiber cuts, human error when servicing equipment etc.).  So, is the SDN software development expertise of content companies like Google so superior that it allows them to achieve such a high WAN utilization rate vs. traditional telecom operators?

Certainly software centric content companies like Google have significant resources that allow them to develop SDN based network optimization software to achieve such high WAN connectivity rates, but they also have the advantages over traditional telecom operators in the type of traffic they carry across their WAN and that they don’t typically deploy their own national fiber network.  For example, when one thinks of the main end user Google applications, Gmail, YouTube and Search come to mind.  While these are important services, users do not typically pay directly for such services given the advertising model and Service Level Agreements (SLAs) are not likely as comprehensive as what a carrier like Verizon has with its customers.  Also, when an end user experiences a slow/choppy video experience with YouTube, the user usually blames its broadband service provider, not Google.  Separately, Google probably does not utilize its SDN network optimization software down to the optical layer as it likely utilizes carriers like Verizon for national optical transport.   Finally, since carriers like Verizon in the US are not permitted to use Deep Packet Inspection (DPI) techniques to prioritize traffic to help improve transport utilization (which could be especially useful during failure scenarios), the solution for a carrier like Verizon to improving and maximizing transport utilization is not likely to be via a software-based SDN solution alone.

With this is a backdrop, it seems that there is an opportunity for equipment suppliers to traditional telecom operators to “marry” SDN software and optics while also using utilizing other tools like the GMPLS and network analytics to dramatically improve optical network utilization across the WAN and within the optical transport network while also maintaining a high level of service assurance.  Optical transport is a huge cost for network operators, and if the effective average optical transport utilization rates are in 15%-25% range, that seems like a pain point that is ripe for a solution.  The start-up company Plexxi is “marrying” optics, SDN control and mathematical algorithms to address scale and service agility to tackle pain points within the data center. If successful, Plexxi may end up being “Mas Macho” in the data center given this vision.   I would not be surprised if Cisco data center switching spin-in Insieme may also be looking at some level of SDN control and optics integration for the data center as part of their product solution.  We will likely formally hear about Insieme’s product this summer.

As for the WAN, however, VCs, are not typically enthusiastic about funding service provider equipment companies given long sales cycles with Tier1 carriers and customer concentration issues.  Throw in the word optics to business case and that makes for strike three.  Thus, traditional optics and/or router equipment companies may have an opportunity to differentiate themselves in solving the high cost, low WAN optical transport utilization rate problem.  While SDN is about separating the control plane and data plane and using software applications and network virtualization to achieve service creation and network agility, its initial focus was for Layer 2/3 switches with an “electrical” based fabric within the data center. Optimizing expensive WAN links for traffic flows that span both electrical fabrics within the data center and optical wavelengths across the WAN while dealing with vendor specific optical intricacies such as Forward Error Correction (FEC), amplifier settings, modulation techniques etc. is not likely to be solved by SDN software control alone.  To be “Mas Macho” in solving the optical WAN utilization challenge, the solution is likely to require multiple ingredients, including, SDN software control, multi-vendor element management system support and visualization, network analytics, a strong optical pedigree and the use of industry protocols (e.g. GMPLS, Openflow etc.).

It is no surprise that Cisco has acquired both SDN software and optical sub-system companies (e.g. CoreOptics and Lightwire) over the past couple of years.   While silicon photonics will play a critical role in achieving single chassis, highly dense routers with 400G interfaces, is Cisco also looking beyond next generation 400G port routers and the broader issue of low WAN utilization rates?   Alcatel-Lucent, another company with core competencies in routing and optics also recently announced its Nuage Networks SDN Virtualized Services Platform solution. While Nuage offers some innovative WAN features in service provider MPLS VPNs, it does not address utilization issues in the optical transport domain.  Will Alcatel-Lucent seek to leverage its initial Nuage SDN software solution with its traditional competency in routing and optics to address the optical transport utilization issue?  Time will tell whether Alcatel-Lucent, Cisco and/or other vendor(s) will be “Mas Macho” marrying software with optics in solving perhaps one of the most significant cost pain points today in service provider WAN transport.

Be Careful What You Wish For

Wall Street has generally focused its research and analysis on how SDN will impact the technology sector. I have also expressed my views on this topic in prior blog posts and have generally taken the view that Layer 4-7 appliance companies may be most at risk as such appliances will be replaced by software applications, merchant silicon semiconductor companies may be poised to benefit as replacement cycles compress for networking equipment once the control plane is detached from switches, and the jury was still out on traditional switching/routing companies depending on how these companies maintain some level of software differentiation over emerging “white box” networking suppliers.

Last week I attended the OFC/NFOEC optical conference and walked away with some additional elements of my evolving SDN investment thesis.  In particular, while traditional telecom operators should benefit from the potential benefits of deploying SDN in their network, they may be also be at risk as SDN will move the value away from the physical network to the application layer where differentiation will be determined by using software for service creation.  While traditional telecom operators are clamoring for SDN as a way to reduce vendor lock-in, lower network cost and enhance service creation, I am not yet sure how well they will compete against software-centric rooted large data center operators like Google in cloud computing services.  Thus, as the value moves away from the network to the software layer, SDN may actually be a threat to traditional telecom operators.  Companies that can help traditional telecom operators through this transition to allow them to better compete vs. software-centric data center operators, will ultimately derive significant value in the financial markets in my view. 

While OFC/NFOEC is supposed to be a conference specializing primarily on optical communications, SDN permeated several of the presentations and seminars.  What I found interesting in several of these presentations was the contrast of how large data center operators like Google and Facebook talked about their specific traffic patterns and resulting approach to building out their data centers and network and how they plan on using SDN in this regard vs. how traditional telecom operators discussed the same topic.    The following table shows some general initial takeaways I had from these presentations.

Attribute

Software Centric Data Center Operator

Traditional Telecom Operator

Traffic Mostly machine to machine Mostly end user driven
Hardware Disposable Asset Long Term Asset
Software Core competency Bundled By Vendor
Network Protection Algorithm Focused Network Focused
Benefits of SDN Service creation

Reduce complexity

Reduce cost

Lower cost

Remove vendor lock-in

Service creation

Let me reflect on a few points on the above table.  Large data center operators like Google and Facebook are fundamentally software companies while traditional telecom operators are generally not.  The ultimate virtualization of the network layer, which is a key objective of SDN, will make software more of a differentiator between data center operators than it is today and could further differentiate data center operators in business and cloud computing services vs. traditional telecom operators in the future.

For example, a large data center operator at the conference talked about how they replace their servers every 18 months in their data centers as it is more cost effective for them to purchase new servers than to run their data centers on older servers.   Now I am not sure what the replacement cycle for servers are in data centers are large telecom operators, but the mindset of hardware being disposable is not typically embedded within the culture of traditional telecom operators.

Another example that resonated with me at the conference was how several telecom operators (and data center operators) talked about how optical transport cost is now about 80% of the network core capital spending costs vs. 20% for routers whereas several years ago the percentages were exactly the opposite.  In addition, some of telecom operator presentations also talked about how network protection in the optical core sometimes equates up to 50% of the network cost.  So, if routing is becoming a much lower relative cost in the core than optics, why are telecom operators putting so much focus in SDN presentations on vendor lock-in within Layer 3 of their network? Clearly all types of cost reduction should be pursued and attacking 20% of the cost is still important, but if separation of the control/data plane in Layer 3 is only going to address 20% of your cost, perhaps there should be more focus on industry standards for optical layer control protocol (e.g. extension of Openflow to the optical layer) and API software development that attacks network utilization and restoration.

So in summary, my main conclusions from the OFC/NFOEC conference in relation to the evolving SDN market are:

  1. While traditional telecom operators will benefit from SDN, they may also be at risk given a more software centric culture and pedigree at certain large data center operators.  Companies that can help traditional telecom operators becoming more software savvy will likely become valuable companies.
  2. Optics is becoming a larger part of the network cost problem than routers for both data center and telecom operators.  Hardware and software companies that attack and solve this problem will likely become valuable companies. Although funding for such hardware initiatives is not in vogue, hardware companies could include merchant silicon companies for coherent optical DSPs or companies that innovate on integration of optical components (e.g. silicon photonics, indium phosphide).  Software companies could include companies that solve high costs associated with network utilization (given the very wide spread in network traffic between peak and average traffic loads) and network protection.
  3. While switching remains an important cost problem, it presents a much bigger problem within the data center in terms of network agility and an obstacle to service creation.   Data center operators want switching solutions that scale horizontally with the control plane disaggregated.

SDN And Silicon Photonics The Buzz at OFC

While the OFC exhibit floor opens today, I attended a few seminars and the OSA executive session the last couple of days.  The two topics that were more prevalent this year than last year in these sessions were SDN and Silicon Photonics.  My thesis on these two technologies is that the Telecom and IT capex cycle will trump both the longer-term impact of SDN and Silicon Photonics in 2013 in short term investing in 2013. Below are some the interesting takeaways I took from the past couple of days.

Optical Now A Bigger Cost Factor In The Core Than Routing: Major telecom operators like CenturyLink gave presentations that stated that today 80% of their core network cost is in optical equipment with 20% in routers, which is a complete flip of the relative cost structure several years ago.  This will certainly put more pressure on optical companies to seek further cost reduction in their equipment. The general consensus on how that will be achieved is further integration of optical modules (e.g. development of commercial merchant silicon DSPs for coherent optical functionality, silicon photonics or other methods).  It is interesting that the VC community continues to avoide funding optical companies to help solve this cost problem.  Perhaps companies like Broadcom or Intel will look into developing such commercial products in the future.

Fiber Leasing in Europe Should Help Optical Capex: European operator TeliaSonera presented and discussed while there is plenty of fiber capacity in Europe, operators now do not have all the fibers where they need them.  This is causing a increase in leasing dark fibers between carriers, leading to more dark fibers being lit.  This is generally a positive for optical equipment demand as it typically costs more in optical equipment capex to light a fiber than to just add wavelengths to existing fiber routes.  I think this will only help the optical spending cycle in 2013.

Cisco Shows Off The Fruits Of Its Lightwire Acquisition: Cisco showed its new optical module used in its routers and optical systems that was developed from its Lightwire acquisition.  Visually, the new module was impressive as it was about 1/3 of the current size of merchant modules in the market from optical component suppliers.  While there was a lot of debate at this presentation whether optical component suppliers would soon catch up to smaller footprint and lower power modules like Cisco was showing, Cisco has clearly raised the bar for the industry in the race for better optical integration.  I suspect Cisco will use this technology in its new core router, which is likely in my view to hit the market in 2H13.

SDN Is The Panacea: SDN commanded several of the seminars.  As an example, the CTO from Ciena called SDN as the single most important technology in the industry for the next 5-10 years.  Google and Facebook talked about how they have already implemented SDN within their networks.  Google, however, has some unique attributes vs. traditional telecom operators, which has allowed them to implement SDN well before the rest of the industry.  Namely, the vast majority of their traffic is machine to machine and Google is already a software company, which allows them to write their own “SDN-like” applications that can be used within an SDN framework in their network.  Traditional telecom operators all expressed a strong desire to move towards an SDN architecture for both speed and flexibility of new service creation and to better maximize capacity utilization in their networks.

Disclosure:  I currently own shares of JDSU in the optical industry. NT Advisors LLC may currently or in the future solicit any company mentioned in this report for consulting services.

Telco Capex, Big IT War Chests and Optical Component Stocks

I have been traveling quite a bit these past couple of weeks and working on some consulting projects, but wanted to provide a quick update on topics I have been writing about in the past few months.

Telco Capex:  As a continuation of prior blog posts since November of last year, I continue to believe telecom capital spending trends will be positive in 2013 and the momentum still remains positive.  Telco operators are often like Wall Street in that they follow the “herd mentality”, namely, they tend to follow each other in either being offensive or defensive in their respective spending plans.  The setup for a favorable capital spending cycle in 2013 seemed good given the challenging 2011 and 2012 spending environment led to a period of underinvestment going into the build-out cycles associated with LTE, Data Center connectivity and residential broadband upgrades.  While 2011 and 2012 were years of preservation of capital and a defensive posture, 2013 and perhaps 2014 will be years where telecom operators go on the offensive by investing in new technologies in an attempt to gain share and offer new services.  I have already written about how we have seen such offensive moves in the US (e.g. AT&T and Sprint) and Europe (KPN, Telecom Italia, and DT).  Last week, we got the important endorsement of this trend from China Mobile, the wireless operator with the largest wireless capital spending budget in the world.  China Mobile announced its 2013 capital spending budget will be up 49% over 2012, well above analyst expectations of a 23% increase.  I continue to be favorable on telecom equipment stocks given this ongoing positive momentum in capital spending in 2013 and view Ericsson as a reasonable way to play this cycle.   It is important to realize here, however, that most telecom equipment stocks are cyclical, not secular, stocks. Ericsson is up over 50% from the bottom and is already discounting the recovery in telecom capital spending. The “easy money” likely has been made in the stock, although I still think there might be another 10%-20% upside from here.

Big IT War Chests: This past week Salesforce.com raised about $1B through a convertible note while EMC/VMWare announced plans to IPO their Pivotal Big Data/Cloud initiative sometime in the future.  I view both of these events as ongoing evidence how Big IT companies (e.g. Cisco, IBM, Oracle, EMC/VMWare, etc…) are gearing up for an M&A cycle to better position each of them in the battle for Everything Cloud (e.g. Big Data, SDN, Data Center Virtualization etc…).  Salesforce.com already has about $1.8B in cash/investments and generates over $500m a year in free cash flow. The company also has a very high PE multiple of almost 90x 2013 earnings.  Acquisition targets, especially private companies, may find taking Saleforce.com stock as too risky given the high multiple and would prefer cash.  I believe Oracle’s recent acquisition of Eloqua (announced in December) perhaps accelerated Saleforce.com’s desire to have a greater cash balance to have a greater war chest for future acquisitions. In order for Saleforece.com to compete for such acquisitions against more cash rich companies like Oracle, Cisco etc…, they needed to increase the cash balance.  EMC/VMWare on the other hand have the other problem.  In the past, VMWare provided EMC a high multiple currency to make stock based acquisitions, while EMC and VMWare both have had ample cash to make cash based acquisitions. The recent selloff in VMWare stock post reporting 4Q12 results, however, lowered VMWare’s forward P/E multiple to about 20x vs. the historical average of about 35x-40x.  The announcement of the potential IPO of Pivotal in the future helped both stocks and ultimately will provide EMC/VMWare another high multiple stock to make stock based acquisitions.    With Cisco aiming to be more of a software company, Oracle trying to expand more in the telecom space (e.g. Acme Packet acquisition) and all the Big IT companies striving to be leaders in Big Data, SDN and Everything Cloud, we are likely to see an increasing M&A cycle in 2013 and 2014 and these companies are getting their respective war chests ready.

Optical Component Stocks: Silicon Photonics vs. The Cycle: In a prior blog post, I expressed some concern on optical component stocks (e.g. JDSU, FNSR etc…) given the technological threat posed by the emerging Silicon Photonics technology.  I am still concerned about how Silicon Photonics initiatives at Intel and others as well as vertical integration efforts by large buyers of optical components like Cisco (through the acquisitions of CoreOptics and Lightwire), will impact future valuations and stock performance of optical component stocks.  While I still have this concern, the near term cycle of optical spending is likely to trump the longer-term risk of Silicon Photonics in my view.  In a way, Silicon Photonics will be to optical component stocks in 2013 like SDN was to networking stocks in 2012.  As a reminder, Cisco’s stock suffered in 2012 as SDN became a hot topic and VMWare acquired network virtualization specialist Nicira.  While SDN is still a hot topic, Cisco’s stock has performed well in the past several months as the company has beaten estimates, preserved its gross margin and SDN is not viewed a near term threat.  I think the optical cycle is recovering and we should see good spending trends in optical systems and components in 2013, as 2013 will likely be a recovery year after a difficult 2012. In addition, telecom capital spending trends continue to show positive momentum in 2013 as I mentioned above.  Thus, while there will continue to be a lot of discussion and analysis on how Silicon Photonics will impact optical component suppliers in the future, 2013 should be a year where optical companies beat Wall Street estimates.  I think such a playbook will allow optical stocks to further appreciate for a few more months.  Like telecom equipment stocks, optical component stocks are cyclical and they all have already appreciated significantly off the bottom.  Thus, upside from current levels may be limited and the stocks remain very risky and volatile. We should get further information on the status of the optical cycle and the threat of Silicon Photonics this week at the annual fiber optic OFC trade show, which I plan on attending.

Disclosure: I currently own Ericsson and JDSU mentioned in this blog.  NT Advisors LLC may currently and in the future solicit any company mentioned in this blog for consulting services.

Are Optical Component Stocks In Trouble?

While I continue to think there is a decent chance in a capital spending recovery in 2013 that should help telecom infrastructure suppliers like Ericsson and Cisco, I am not that positive on optical component companies like JDSU and Finisar.  The main reason for this is technology dislocation risks that are surfacing that might reduce the role traditional optical component companies play in networks.

This past week, Intel announced collaboration with Facebook on its developments efforts in silicon photonics, a new technology that uses less expensive silicon rather than the traditional more specialized materials used in optical materials. Intel and Facebook see silicon photonics as a way of dramatically reducing the cost and simplifying the design of rack architecture within the data center.  A quote from the press release on the silicon photonics technologies is shown below:

“… the new architecture is based on more than a decade’s worth of research to invent a family of silicon-based photonic devices, including lasers, modulators and detectors using low-cost silicon to fully integrate photonic devices of unprecedented speed and energy efficiency. Silicon photonics is a new approach to using light (photons) to move huge amounts of data at very high speeds with extremely low power over a thin optical fiber rather than using electrical signals over a copper cable. Intel has spent the past two years proving its silicon photonics technology was production-worthy, and has now produced engineering samples.”

In addition to these efforts by Intel on silicon photonics, Cisco acquired a private company called Lightwire in March of 2012.  Lightwire was developing advanced optical interconnect technology for high speed networking and Cisco viewed the enabling technology as a way of owning more of the optical subsystem technology within their products while also using a newer, lower cost design implementation than traditional transceiver technology purchased from optical component companies.

I believe efforts by Intel (and others) in the emerging field of silicon photonics and Cisco’s efforts in owning more of the optical value chain in their products does not bode well for traditional optical component companies.  While any telecom capital spending recovery would lift all boats (including optical components companies), the technology dislocation risk posed by silicon photonics and efforts by OEMs like Cisco post longer-term risks for optical component stocks.  It will be interesting to see if traditional optical component companies seek to invest in silicon photonics to protect their traditional businesses.

Disclosure:  I currently own shares of Ericsson and Cisco mentioned in this blog post. NT Advisors LLC may currently and in the future solicit any company mentioned in this blog post for potential consulting/advisory work.

Marlin Attempts A Roll-Up Strategy In the Optical Market – Good Luck!

It appears Marlin Equity Partners, a private equity firm, is attempting to create a new Optical Systems roll-up company. Specifically, the company announced today that it was acquiring the Optical Systems business of Nokia Siemens Networks (NSN). This follows the announcement in October of the acquisition of optical switching company Sycamore Networks.  Marlin is quoted in the press as saying it wants to act as a consolidator in the optical market and buy more assets.  Thus, it is likely they will look to acquire more optical in assets in the future.

Strategy Will Be Challenging

My take on this strategy is that a successful outcome will be difficult for Marlin. While the long-term historical growth rate in the optical systems industry is fairly robust at 6%-7%, actual annual growth rates are very volatile around the average.  In addition, gross margins in the optical systems market have remained in the 35%-45% range for over 20 years with high R&D costs required to maintain innovation limiting overall net profit margins.  This has led to very few optical systems companies showing consistent profitability and free cash flow generation over time.  Finally, Marlin will only have a combined global market share of about 4% with NSN and Sycamore.  With Chinese competitors Huawei and ZTE of both having materially higher share of about 20% and 12% respectively and technology leaders Alcatel-Lucent and Ciena having shares of about 16% and 10% respectively, Marlin will be very challenged to obtain scale in the business.

Buying Cheap, But May Not Be Enough

The one advantage Marlin has in its strategy is that it is implementing this roll-up strategy at a time when optical system valuations are at the low end of the historical range in terms of price/sales multiples (e.g. Ciena is trading at about 0.8x sales vs. a 5 year range of 0.5x-3.5x) and my guess is they are not paying much for either NSN or Sycamore.  However, compiling 2nd/3rd tier businesses at low prices does not guarantee a great strategy.  I have yet to see a successful roll-up strategy of 2nd/3rd tier players in the communications equipment market (e.g. Zhone).   Marlin will also perhaps be challenged in quickly achieving cost reduction given a high level of European employees in the NSN transaction.  I am sure Marlin was aware of this prior to pursuing the deal, but even so, layoffs in Europe typically take a long time to implement and have high severance costs associated with them.   Look at all the issues Alcatel-Lucent is having in cutting headcount in Europe even as the company is burning cash consistently and has a troubled balance sheet.

Sign of the Times

We have also seen some recent attempts at buying assets on the cheap as part of rollup strategy this year in the sector including Adtran/NSN in the broadband access market, Calix/Ericsson in the broadband access market and Oclaro/Opnext in the optical components market.  Thus, Marlin is not alone in trying to take advantage of companies “throwing in the towel” in certain businesses and buying assets at low prices in an attempt to build scale and value over time.   I suspect this trend will continue given the ongoing slow capital spending growth in the sector and poor stock performance of equipment manufactures.  Companies like Alcatel-Lucent and Tellabs have already announced plans for layoffs, and closing/selling certain businesses within these and other companies over time is likely in my view

Adva or Fujitsu USA May Make A Good Fit For Marlin

For years as an equity research analyst there was constant speculation about private equity and other companies looking at rolling up the 2nd tier optical systems companies.  When Nortel’s optical systems business went up for sale in 2009 during the Nortel bankruptcy process, however, only Ciena and NSN (likely partnered with private equity at the time) actually bid on the assets.  The fact that no other private equity shop bid on the Nortel asset at the time and the lack of any other attempt to rollup the optical system industry since then I think is a sign that the actual implementation of such a strategy will be challenging.

Given that Marlin now appears ready to give the optical systems rollup strategy a shot, what other deals might be appealing to them?  NSN is strongest in long haul transport and Sycamore has technology in bandwidth management/switching.   Thus a metro optical company would make the most sense for Marlin. The two that come to mind here are Adva and Fujitsu’s US optical business..  Fujitsu is already partnered with NSN in the US market at AT&T.  The challenge with acquiring the Fujitsu US optical business is that the R&D is done in Japan, which will complicate the integration of both NSN and Fujitsu. Adva might be an easier integration given that the company is based in Europe, where most of the NSN R&D is centered.    It certainly will be interesting to watch….