AT&T has agreed to pay north of $80 billion equally split between cash and stock, The Wall Street Journal says. That would value Time Warner at between $105 and $110 a share — the highest price investors have seen since 2001 when the company was still united with AOL.
The formal announcement likely will lay out the financial and public interest rationale for the deal, how it will be financed, and who will run Time Warner’s operations. Wall Street will be especially interested in the fee AT&T might pay Time Warner if the deal falls apart, or Time Warner would have to pay if it wants to accept a higher offer.
It could take more than a year before the FCC and antitrust officials would be able to determine whether to try to block a union, or accept with conditions.
Merger talk, including a Reuters report that the companies had an agreement in principle, raised Time Warner shares to $89.48 when the market closed yesterday.
Time Warner CEO Jeff Bewkes “can see where the entire legacy media world is headed: secular decline,” BTIG analyst Richard Greenfield says. “Consumer interest in linear TV is falling rapidly, with the [pay TV] bundle far too bloated, leading to an acceleration in cord-cutting/shaving/nevering with advertising in the very early stages of shifting toward mobile (away from TV).”
Greenfield predicts that Bewkes “will end up being remembered as the smartest CEO in sector – knowing when to sell and not overstaying his welcome to maximize value for shareholders.”
AT&T is eager to secure content from cable channels including TNT, TBS, CNN, and HBO, as well as Warner Bros. productions, to support the vast distribution platform it has built. The No. 2 wireless provider became the No. 1 TV provider — with 26% of U.S. pay TV subscribers — last year when it paid $47.4 billion for DirecTV, which it runs in addition to its U-verse wired systems.
Critics are already queuing up to challenge AT&T’s plan to vertically integrate distribution and content.
GOP nominee Donald Trump denounced it at a rally today, saying that the merger would be “too much concentration of power in the hands of too few.”
American Cable Association CEO Matthew Polka called on federal regulators to “closely examine” the terms noting that in similar mergers “combining valuable content with pay-TV distribution causes harm to consumers and competition in the pay-TV market.”
And John Bergmayer, Senior Counsel of activist group Public Knowledge, says that there are “good reasons to be skeptical that further consolidation in the communications industry could be good for consumers.” He’s concerned that DirecTV might favor Time Warner content at the expense of independent programmers, or create obstacles for those looking to stream content on AT&T’s broadband.
“Ultimately, it would be AT&T’s job to try to prove that this deal would benefit, rather than harm consumers and competition,” he says.