AT&T has now completed its acquisition of Time Warner following a legal suit brought by the US Department of Justice to block the merger as a violation of Section 7 of the Clayton Act.
The transaction was first announced in October 2016, but delayed due to government investigation and subsequent suit nearly a year later. The government believes that a merger of this size would substantially reduce competition in the market but now, after a six-week trial, Judge Richard Leon has found in favour of AT&T, as demonstrated in his 170+ page opinion document.
The government was found to have ‘failed to meet its burden to show that the proposed merger is likely to substantially lessen competition’ under Section 7 and Judge Leon stated that a requested appeal from the Department of Justice would be denied, leaving the companies able to close on the deal.
Under the terms of the merger, Time Warner shareholders received 1.437 shares of AT&T common stock, in addition to $53.75 in cash, per share of Time Warner Inc. As a result, AT&T issued 1,185 million shares of common stock and paid $42.5 billion in cash. Including net debt from Time Warner, it now has $180.4 billion in net debt.
Said Randall Stephenson, chairman and CEO of AT&T Inc: ‘The content and creative talent at Warner Bros., HBO and Turner are first-rate. Combine all that with AT&T’s strengths in direct-to-consumer distribution, and we offer customers a differentiated, high-quality, mobile-first entertainment experience. We’re going to bring a fresh approach to how the media and entertainment industry works for consumers, content creators, distributors and advertisers.;
AT&T consists of four businesses, with each operating independently, while at the same time innovating across AT&T with content, connectivity and advertising. The four business include AT&T Communications; AT&T’s media business (which is yet to be named but consists of HBO, Turner and Warner Bros); AT&T International; and AT&T’s advertising and analytics business (also yet to be named).
Jeff Bewkes, former chairman and CEO of Time Warner Inc is to remain with the company as a senior advisor during the transition. Added Stephenson: ‘Jeff is an outstanding leader and one of the most accomplished CEOs around. He and his team have built a global leader in media and entertainment. And I greatly appreciate his continued counsel.’