AT&T Reaches Deal to Buy Time Warner for More Than $80 BillionAgreement for between $105-$110 a share could be officially announced as soon as Saturday evening
AT&T Inc. has reached an agreement to buy Time Warner Inc. for more than $80 billion, according to people familiar with the plans, in a deal that would transform the phone company into a media giant.
The wireless carrier agreed to pay between $105 and $110 a share, these people said. The deal is half cash and half stock, according to one of the people.
The deal is likely to be announced as soon as Saturday evening after the boards of the two companies meet to approve the transaction, the people said.
The acquisition pushes the carrier deeper into the traditional entertainment business at a time of stalled wireless growth. For Time Warner, the deal represents a victory for Chief Executive Jeff Bewkes, 64, who took some heat from investors for rebuffing a takeover bid two years ago from 21st Century Fox at $85 a share. (21st Century Fox and Wall Street Journal-owner News Corp share common ownership.)
It pairs AT&T’s millions of wireless and pay-television subscribers with Time Warner’s deep media lineup including networks such as CNN, TNT, the prized HBO channel and Warner Bros. film and TV studio.
For AT&T CEO Randall Stephenson, the deal will help the carrier potentially find new areas of growth as its core wireless business has become saturated and its market share leaves little room for acquisitions. For Time Warner, the tie-up comes amid pressure for media companies to bulk up or join with larger entities in the face of consolidation among pay-TV distributors and viewers increasingly leaving their expensive cable packages for cheaper online streaming options.
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 purchase of NBCUniversal and would create a behemoth to rival that cable giant. A rigorous regulatory review is expected and the acquisition of Time Warner likely wouldn’t close until late 2017, people close to the process said.
Regulators have indicated misgivings about the prior Comcast-NBCU deal—in particular, whether obligations placed on Comcast were tough enough and enforceable—so it is unclear if they will be willing to bless another such merger. At the very least, former regulatory officials say there could be significant conditions placed on the combination. Republican presidential nominee Donald Trump said his administration wouldn’t approve a proposed merger of AT&T and Time Warner because he opposes further consolidation in the media industry.
The transaction would be far and away the biggest media deal of recent years, potentially breathing new life into media deal-making. Time Warner had a market capitalization of $68 billion before The Wall Street Journal reported on the advanced talks Friday, while AT&T’s was $233 billion.
On Friday, Time Warner shares closed at $89.48, up 8%, while AT&T fell 3% to $37.49.
AT&T has been shifting its sights to media and video in recent years, diving deeper into television after its nearly $50 billion deal to acquire satellite television provider DirecTV last year. That made AT&T, which traces its roots to the old ‘Ma Bell, the country’s biggest pay television provider as well as its second-largest wireless operator.
Time Warner “is the last scaled content play that’s acquirable,” said Michael Nathanson, an analyst at MoffettNathanson, noting that the rest of the major media companies are either so valuable they would be difficult to acquire, like Walt Disney Co. , or family controlled, like 21st Century Fox, CBS and Viacom. “HBO, Turner and Warner Bros. are really good assets for a future of nonlinear consumption.”
The sale represents a strategic departure for Mr. Bewkes, who spent his nearly nine years as CEO slimming down the onetime media behemoth, unwinding the AOL merger and spinning out Time Warner Cable and Time Inc. The three businesses that remained—HBO, Turner Broadcasting and Warner Bros.—are focused solely on video content. In lieu of acquisitions, Mr. Bewkes focused on containing costs and buying back stock.
A cerebral Stanford MBA known for his financial acumen, Mr. Bewkes’s strategy was influenced in part by scars from the disastrous AOL-Time Warner merger, which left shareholders in the combined company—including employees like Mr. Bewkes—in a lurch after AOL’s business collapsed.
Much has changed in the media landscape since the AOL-Time Warner marriage unraveled, Mr. Bewkes spun off Time Warner Cable and even since he rebuffed Fox’s takeover offer.
For Mr. Bewkes, selling now could turn out to be a shrewd bet, given the uncertainty of the media business. Cord cutting has so far only been a relatively minor drag on industry results. It is the threat of future disruption that is the most potent overhang on media stocks, and it is unclear when the pace of change will accelerate.
Within Time Warner, CNN is enjoying a huge viewership boost, with a doubling of its ratings year-over-year due to interest in the presidential election, but retaining that audience when the political circus subsides will be a huge challenge.
Meanwhile, the company has long-term investments for the rights to carry MLB and NBA games via TBS and TNT that have long looked like sure bets, as sports have been more immune to ratings pressure. But cracks have appeared in the NFL’s viewership this season, raising questions about whether sports TV may face a reckoning. HBO continues to be a creative and financial juggernaut but competition with Netflix, Amazon, Showtime, FX and others to work with top talent is only intensifying by the year.
If completed, Dallas-based AT&T would rely on television and media for more than 40% of its revenue, based on second-quarter financial results, strongly diversifying the company away from a U.S. wireless business that has become increasing competitive.
Mr. Stephenson has been reshaping AT&T’s strategy in recent years, particularly since consolidation in the wireless sector hasn’t left room for major deals. AT&T’s attempt to buy T-Mobile was killed by regulators in 2011.
With its newfound scale from the DirecTV acquisition, AT&T spent the past year aggressively negotiating deals with content owners and plans to launch an over-the-top video service by year’s end, which would allow users to stream programming over the Web without the need for a satellite dish. Owning Time Warner would give AT&T assets that would help along those streaming media ambitions.
For AT&T, the deal would eclipse DirecTV and may be its biggest acquisition since paying $85 billion for BellSouth in 2006. With $117.3 billion in long-term debt at the end of June, buying Time Warner could give AT&T a huge 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, increases its total dividend costs, above the almost $12 billion in current annual payouts.
www.wsj.com/articles/at-t-reaches-deal-to-buy-time-warner-for-more-than-80-billion-1477157084
