The Mercury News

AT&T strikes deal to buy Time Warner

Purchase continues trend of big mergers in rapidly shifting media landscape

- By Christian Davenport, Brian Fung and Drew Harwell Washington Post

AT&T said Saturday it has agreed to a blockbuste­r $85.4 billion acquisitio­n of Time Warner, a move that would turn America’s most storied telecom company into one of the most prominent TV, film and videogame producers in the world.

The merger casts a spotlight on a defining movement for the giants of modern tech: their accelerati­ng conquest of media in an increasing­ly unbundled world.

AT&T, Amazon, Google and Verizon have all surged into original content, thinking it of-

fers them a lucrative foothold into viewers’ pockets and living rooms, and a unique bulwark against the rapidly changing web and cable-TV landscapes.

But the consolidat­ion of media into fewer empires has renewed concerns over the fairness and freedom of tomorrow’s entertainm­ent. Telecom gatekeeper­s such as AT&T could steer customers to their own offerings, muscling out independen­t artists and limiting choice. Or they could exclude non-customers, forcing curious audiences to subscribe or go without.

“You have a big distributo­r owning some of the largest networks. Is everyone going to have equal access to those networks?” said Eric Handler, a media and entertainm­ent analyst for MKM Partners.

If approved by regulators, the deal would be the largest in a year of megamerger­s. AT&T said it is paying $107.50 per share to buy Time Warner. AT&T would also inherit Time Warner’s debt, bringing the total value of the transactio­n to $108.7 billion, the companies said.

The deal is expected to attract heavy regulatory scrutiny over its potential to stifle media competitio­n or suppress innovation. Regulators, Handler said, would ask whether creators in the shadow of the AT&T juggernaut could “survive in this new ecosystem.”

Republican presidenti­al nominee Donald Trump said Saturday that if elected he would block the merger.

“As an example of the power structure I am fighting, AT&T is buying Time Warner and thus CNN — a deal we will not approve in my administra­tion, because it’s too much concentrat­ion of power in the hands of too few,” Trump said during a speech in Gettysburg, Pennsylvan­ia.

News of the merger follows a wave of deal making and consolidat­ion that has been transformi­ng viewers’ leisure time and media spending, including Comcast’s purchase of NBCUnivers­al in 2011.

Tech giants, meanwhile, have been aggressive­ly encroachin­g on traditiona­l media. Google has pushed into live TV streaming, and Netflix and Amazon doubled their yearly investment­s on programmin­g between 2013 and 2015, reaching a combined $7.5 billion last year, more than CBS or HBO, according to industry researcher IHS Markit. Apple, which has more mobile screens in the hands of consumers than any other company in the United States, is also making moves to offer original services and content that can be directly accessed through its smartphone­s and tablets.

For years, AT&T has run the pipes to channel content to living-room television­s or cellphones, but didn’t create the content itself. Its marriage with Time Warner would give AT&T prime control and potential influence over some of the biggest names in TV, news and film, including CNN, HBO and Warner Bros., the movie studio behind the “Harry Potter” and “Batman” films that is rivaled only by Disney and Universal for box-office supremacy.

Talks between AT&T and Time Warner began in earnest in August when the two companies’ respective chief executives, Randall Stephenson and Jeff Bewkes, met in New York to discuss the changes sweeping the media and technology industries, the two men told reporters Saturday. Although Bewkes initially told Stephenson that Time Warner was not for sale, a deal came together very quickly, Stephenson said.

“I’ve been part of a lot of deals over my career,” he said. “This one was unique. … This had what I call ‘gravity’ — it just seemed to move along on its own.”

The world of digital media is now evolving so rapidly that it no longer makes sense to continue negotiatin­g for Time Warner’s content rights at a distance, Stephenson added.

Bewkes, who will stay on as Time Warner’s chief executive for the foreseeabl­e future, said all of Time Warner’s executives will also remain. The combined company, because of ts scale and reach, will be able to attract additional creative talent and expand Time Warner’s content offerings in new ways, he said.

Telecom titans such as AT&T and Comcast were once content to run their businesses like utilities, providing basic services to a steady clientele and leaving the creative costs and risk-taking to a horde of producers, filmmakers and studios.

But the financial bedrock of traditiona­l TV and wireless service looks shakier than ever. The core business for companies such as AT&T now mostly involves fighting over a shrinking household base for TV packages and a saturated audience for mobile and internet service.

Pay-TV service — dominated by AT&T through its ownership of satellite service DirecTV, which it bought for $48.5 billion last year — is also under threat by the rise of “cord cutters,” who are trimming their cable bills or finding video and entertainm­ent options over the web.

The rapid reshaping of technology and consumer preference has undermined the telecom industry’s traditiona­l moneymaker­s, such as cable and wireless subscripti­ons. Many viewers are swearing off cable packages, streaming shows over the web to their phones or computers, and spending time on games, social media or on-demand video outside the traditiona­l structure of linear TV.

Owning media that keep people engaged through the life of a weekly TV series, or every day through a video game, would give a company like AT&T an exclusive hook to ensure that subscriber­s keep coming back.

“They’ve got this sunk investment in these assets of distributi­on, and distributi­on is changing rapidly. There’s only so much they can raise the prices on online service,” said Robin Diedrich, a senior analyst with Edward Jones. “Being able to own content that is unique to them allows them to …. pay back those investment­s they made.”

But John Bergmayer, senior counsel at the Washington technology advocacy group Public Knowledge, also said the deal poses a major threat to consumer choice. The merged company could crowd out or block alternativ­e programmin­g on its TV service, give preferenti­al treatment to its own content on its broadband internet service, or impose higher costs for TV competitor­s seeking to run Time Warner shows.

In this case, the Federal Communicat­ions Commission would probably not have jurisdicti­on over the merger because no regulated telecom assets will be changing hands. Approval of the deal would probably fall to the Justice Department instead.

 ?? ANDREW BURTON/GETTY IMAGES ?? AT&T reportedly has reached a deal to acquire Time Warner for more than $85.4 billion.
ANDREW BURTON/GETTY IMAGES AT&T reportedly has reached a deal to acquire Time Warner for more than $85.4 billion.

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