October 22, 2016 at 2:07 PM
AT&T; said Saturday it had 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 video-game producers in the world.
The deal 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, believing it offers them a lucrative foothold into viewers' pockets and living rooms and a unique bulwark against the rapidly changing Web and cable television landscapes.
But the consolidation of media into a fewer empires has also 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 mega-mergers. 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 also 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."
Donald Trump, the GOP presidential nominee, 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 at a speech in Gettysburg, Pa.
News of the merger follows a wave of dealmaking 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 cell phones, 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 this 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 technologies 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, said Stephenson.
"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, due to its 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 like 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 – which AT&T; dominates 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 keeps people engaged through the life of a weekly TV series, or every day through a video game, would give a company such as AT&T; an exclusive hook to ensure 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 likely not have jurisdiction over the merger because no regulated telecom assets will be changing hands, said an industry attorney who has worked with Time Warner. Time Warner owns a single TV station in Atlanta and that could easily be cut out of the deal to avoid FCC oversight, the attorney said who spoke on condition of anonymity to discuss matters that have not been made public yet. Approval of the deal would likely fall to the Department of Justice instead.
The AT&T-Time; Warner deal presages a broader transformation of the tech and entertainment world. TV conglomerates Viacom and CBS are also considering mergers that could be secured in the coming months.
"When a big deal like this happens, more deals tend to happen," analysts with New Street Research told investors Friday. "It is a good time to be an asset 'in play.'"
Time Warner represents a clean get for any deep-pocketed company seeking to greatly expand its empire. The company had sweetened its future prospects by carving off low-growth divisions, such as AOL and its magazine business, and spinning off its cable-TV provider, Time Warner Cable. And much of its content has remained popular -- from CNN to TV shows such as "Game of Thrones" or hit movies such as "Suicide Squad" -- even as the traditional entertainment model has begun to unravel.
The company offers what Brean Capital managing director Alan Gould said in a Friday note to investors has "historically been the greatest content factory in the industry."