Updated with information from conference call: AT&T and Time Warner execs are out lobbying for their $85.4 billion merger today, with public appearances and SEC filings that reveal additional details about the complicated agreement.
Time Warner CEO Jeff Bewkes told CNBC that the companies will find ways to lead advertisers to devote additional dollars to consumer entertainment. “This is good for competition, so it’s good for consumers,” he says.
AT&T’s Randall Stephenson said that the idea that he might try to restrict rivals from receiving Time Warner content “makes no economic sense.”
He adds that he knows “nothing about running a movie studio” and keeping execs in place is “a huge part of this.”
AT&T And Time Warner Unveil Merger Terms Calling It A
The telco chief believes that federal regulators will not have the same concerns about AT&T-Time Warner that they had for Comcast’s 2013 purchase of NBCUniversal.
“The government was trying to protect against two things — they were trying to protect against net neutrality and to protect OTT [streaming video] players,” Stephenson says. “Net neutralilty’s done. I don’t like it, but it’s behind us. It is what it is. And OTT? I somehow think Netflix is going to make it.”
The AT&T chief also talked up prospects for 5G wireless which promises to offer download speeds comparable to what consumers currently can only receive with a wired connection.
“Ultimately we think we’ll be competing head-to-head with the cable companies with a wireless offer,” he said on CNN’s New Day. “We can hit those kind of price points, combine it with this kind of content. We think this is exciting.”
In a call with analysts, the execs talked up opportunities to collect data about viewers that will help them produce content that’s, as Stephenson put it, “better tailored to what specific audience segments want to watch …We’ll use the insights to expand the market for addressable advertising. Addressable advertising is far more effective and more valuable both to the advertisers and to our customers.”
Data gathering is one incentive for AT&T’s DirecTV Now streaming service, which Stephenson says will be launched in November.
Bewkes also spoke of the opportunity to develop entertainment that engages with “passionate niches” — and how that will appeal to advertisers who can target their sales pitches to specific viewers.
“This will give another outlet [for digital advertisers] and not just the Google and Facebook one that’s getting all of the traction,” he says.
Although they expect the deal to close at the end of 2017, an SEC filing shows that Time Warner extended employment deals to the end of 2019 for CFO Howard Averill, General Counsel Paul Cappuccio, and International & Corporate Strategy EVP Olaf Olafsson. Corporate Marketing and Communications EVP Gary Ginsberg also got an extension — with a bump up in salary beginning this January to $900,000, an annual long term incentive target of $1.25 million.
The execs also received restricted stock units equal to twice the target of their annual long term incentive compensation which comes to $9.2 million for Averill, $6.8 million for Cappuccio, $2.8 million for Olafsson and $2.5 million for Ginsberg. Each also received a cash retention amount equal to half of their target bonus.
Bewkes didn’t receive a special retention award. He says today that he plans to stay at AT&T after the deal closes, but offered no timetable for how long he’ll remain. On Saturday he said that he and Stephenson will “figure it out together.”
The filing also explains the break-up fees if the deal falls apart.
Either side can pull the plug if it isn’t done by October 22, 2017 — although the date can be extended.
If Time Warner takes a better offer, then it would have to pay AT&T $1.725 billion. And AT&T would pay $500 million to Time Warner if the deal isn’t consummated for a variety of reasons, including failure to secure government approval.
Stephenson told AT&T employees that the “future of video is mobile and the future of mobile is video. There will always be big screen TVs in our homes, but mobile video is what our customers are demanding. And only AT&T will have the world’s best premium content with the networks to deliver it to every screen.”
In a separate communication with Time Warner employees the company said that it “will need to evaluate our options” to consolidate operations at New York’s new Hudson Yards office complex when the deal is approved, although for now it’s “continuing with our plans to move.”
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