AT&T buys Time Warner

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sasq

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#1
AT&T Inc. is in advanced talks to acquire Time Warner Inc., according to people familiar with the matter, a deal that would create a new hallmark in the rapidly converging realms of media, communications and the internet.

A deal, which could happen as early as this weekend, would unite AT&T’s portfolio of wireless, broadband and satellite TV services with Time Warner’s entertainment empire, which includes cable networks such as TNT, TBS, CNN, the coveted premium channel HBO, and the Warner Bros. film and TV studio.

The talks toward what likely would be a cash-and-stock deal have come together quickly, are fluid and still could fall through, according to people familiar with the matter. An agreement also could be delayed, they said.


Time Warner shares rose 7.7% to $89.37 in midafternoon trading, while AT&T fell 3% to $37.50.

A merger of the companies would be the most ambitious marriage of content and distribution in the media and telecom industries since Comcast Corp.’s 2011 purchase of NBCUniversal and would create a behemoth to rival that cable giant. A transaction would be far and away the biggest media deal of recent years. Time Warner has a market capitalization of $71 billion, while AT&T’s was $231.7 billion.

A deal likely would get intense regulatory scrutiny. Regulators have showed misgivings about the Comcast-NBCU deal—in particular, whether obligations placed on Comcast were enforceable—so it’s unclear if they will be willing to entertain another such merger.

It’s possible other bidders for Time Warner could emerge quickly to challenge AT&T, including traditional media conglomerates or tech companies such as Apple Inc. and Google Inc., media executives and analysts say.

Time Warner likely would want at least $100 a share, which would be a $105 billion transaction or more, according to Marci Ryvicker, an analyst at Wells Fargo.

A deal at $100 a share in cash and stock still would add 4% to AT&T’s estimated 2018 earnings per share and shouldn’t require a dividend cut, J.P. Morgan analyst Philip Cusick wrote in a research note.


A sale of Time Warner to AT&T would have echoes of the blockbuster 2000 AOL-Time Warner merger—then the largest deal of all time. That was a different bet on a converged media future, one in which AOL’s internet service would have complemented and boosted Time Warner’s content. But the merger ultimately proved a failure, hurt by the unraveling of the dot-com boom, a clash of cultures and poor assumptions about the way each business could help the other.

Dallas-based AT&T, led by Chief Executive Randall Stephenson, has been reshaping its strategy in recent years, as the U.S. cellular business became saturated and years of consolidation in that sector left no room for major deals. AT&T’s attempt to buy T-Mobile was killed by regulators in 2011.

Instead, AT&T turned to video, with the nearly $50 billion acquisition of DirecTV last year, instantly making it the biggest player in pay television. That pay TV business faces headwinds as more consumers cut the cord or look to trim their monthly bills, with streaming services providing new competition in the marketplace.

With its newfound scale, AT&T spent the past year aggressively negotiating deals with content companies, with plans to launch an over-the-top video service by year’s end. Owning Time Warner could offer AT&T a new lane to pursue growth and bring assets that would help along those streaming media ambitions.

For AT&T, the deal would eclipse DirecTV and may be the biggest deal since paying $85 billion for BellSouth in 2006. With $117.3 billion in long-term debt at the end of June, a Time Warner deal could give the company the world’s largest balance sheet with debt hitting almost $200 billion, according to analysts at New Street Research. The issuance of new stock, a common move in AT&T’s deal making, increase its total dividend costs, above the almost $12 billion in current annual payouts.


After the cellular business became saturated, AT&T turned to video, buying DirecTV last year for almost $50 billion. If AT&T ends up owning Time Warner, the deal would eclipse the DirecTV one and may be the biggest since paying $85 billion for BellSouth in 2006. PHOTO: BLOOMBERG NEWS
Bloomberg reported Thursday that senior executives of AT&T and Time Warner had met in recent weeks to hold preliminary discussions on various business strategies, including a possible merger.

Sixteen years since the AOL-Time Warner deal, much has changed, and the mashup of mobile, broadband and TV that has long been anticipated has been taking shape quickly. Consumers are streaming shows on phones and tablets, signing up for TV services without a connection from a traditional cable or satellite provider, and doing much of their media consumption on social media platforms such as Facebook.

Time Warner CEO Jeff Bewkes has positioned his company as a pure content player in recent years, spinning off AOL as well as the Time Warner Cable pay-TV unit and the Time Inc.magazine-publishing division.

In 2014, Mr. Bewkes fought off an unsolicited takeover bid from Rupert Murdoch’s 21st Century Fox, indicating Time Warner wanted a far higher price than the initial roughly $80 billion offer that was on the table. (21st Century Fox and Wall Street Journal-ownerNews Corp share common ownership.)

People close to Time Warner signaled at the time that the company would prefer to test the marketplace more broadly—and potentially see if big tech or telecom players had interest down the road. At the time, AT&T was busy digesting its DirecTV acquisition, so it wasn’t a potential buyer.

Mr. Bewkes has used the intervening time to try to persuade Wall Street he could run Time Warner effectively as a stand-alone outfit in a media world where a few distribution giants are achieving enormous scale.


To answer the concern that Netflix and other streaming services are appealing to cord-cutters and people who never sign up for cable in the first place, he launched the HBO Nowstreaming service, which had nearly a million subscribers as of March. Time Warner also carried out cost cuts and layoffs and continued big content investments.

Among media players, Time Warner is attractive to AT&T in part because it doesn’t have a big shareholder with effective control and because it is relatively well-positioned for a media world where cable TV distributors want to carry skinnier bundles of channels. Time Warner has only a few major networks—some of which, like TNT and TBS, carry high-value sports content—compared to companies that have a host of channels with small audiences.

Acquiring Time Warner also would get AT&T further into the streaming business with Hulu. Time Warner bought a 10% stake in Hulu in August, joining Walt Disney Co., 21st Century Fox and NBCUniversal as an owner in the $5.8 billion video service. AT&T also is launching a DirecTV online service aimed at selling a robust package of TV channels.
 
#2
The AOL merger was only a failure because the internet didn't have the infrastructure at the time to handle streaming video and for this reason it lacked synergy, so Time Warner later on did their own thing by becoming an broadband ISP themselves (where available), but of course they're not in the TV provider and broadband internet business anymore.

A merger with AT&T would dwarf Comcast (also FOX which is the major shareholder in Sky Europe) and there would be 100% guarantee of carriage of Turner and HBO channels on DirecTV and U-verse, as long as they keep the entertainment side of the business managed separately I'm okay with this. TimeWarner has been looking for a buyer as of late.

The downside would be a potentially unfortunate acronym for the company (TWAT&T) :D
 
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Checkerboard

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#7
Not really sure what to think. If those $80B will be used for anything actually or it's just a price for the value of the company. Not sure also what it could do for HBO, TNT, TBS, CNN, CN, the European channels owned through CME, WB Games or DC.
 

Magmaster12

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#11
The Clintons are basically the reason big telecommunication companies like AT&T exists you'd think they would wait until she was in office.

I do wonder if Verizon will merge be part of the Viacom/CBS merger just so they can keep up. Plus it would help Yahoo's streaming service.
 

brodie999

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#15
Pretty sure Fox couldn't be taken away while Rupert Murdoch is still alive.
Well, If they get the verdict approved from the Government and Rupert Murdoch agrees to the deal, Disney might finally get Deadpool, X-Men and the FF back and we can see the Fox and Marvel crew work together on X-Men, FF and Deadpool movies set in the MCU.
 
#18
Would AT&T be forced to sell DirecTV if this deal went through? What about UVerse? (I can see that going away, easily, if it already hasn't.) A lot of regulatory scrutiny here.
If AT&T was forced to sell off DirecTV or U-verse, the merger would become so incredibly unattractive for shareholders that the merger would be off anyway.

This merger is all about AT&T's TV distribution assets, without these it would be pointless as it wouldn't benefit the company. In this case, TimeWarner might as well merge with a Toffee factory.
 

defunctzombie

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#19
I'm not sure the big USG is going to like a cable company and a satellite tv company being owned by the same people. Maybe they'd let it go through, but then force the sale of the Time Warner cable division. (AT&T could still have the other assets like Warner Bros, I'm sure that would please shareholders).
 

Nexonius

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#20
I'm not sure the big USG is going to like a cable company and a satellite tv company being owned by the same people. Maybe they'd let it go through, but then force the sale of the Time Warner cable division. (AT&T could still have the other assets like Warner Bros, I'm sure that would please shareholders).
Unless you mean Time Warner Cable, it's been spun off in 2009 and later gobbled up by Charter this year.
 

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