AT&T to pay $85 billion for Time Warner, create telecom-media giant

By Greg Roumeliotis and Jessica Toonkel

NEW YORK (Reuters) - AT&T Inc (T.N) said on Saturday it agreed to buy Time Warner Inc (TWX.N) for $85.4 billion, the boldest move yet by a telecommunications company to acquire content to stream over its network to attract a growing number of online viewers.

The biggest deal in the world this year will, if approved by regulators, give AT&T control of cable TV channels HBO and CNN, film studio Warner Bros and other coveted media assets. The tie-up will likely face intense scrutiny by U.S. antitrust enforcers worried that AT&T might try to limit distribution of Time Warner material.

AT&T will pay $107.50 per Time Warner share, half in cash and half in stock, worth $85.4 billion overall, according to a company statement. AT&T said it expected to close the deal by the end of 2017.

Dallas-based AT&T said the U.S. Department of Justice would review the deal and that the companies were determining which Federal Communications Commission licenses, if any, would be transferred to AT&T in the deal.

U.S. lawmakers were already worried about cable company Comcast Corp's (CMCSA.O) $30 billion acquisition of NBCUniversal, and several argued for close regulatory scrutiny of the AT&T deal.

"Such a massive consolidation in this industry requires rigorous evaluation and serious scrutiny," said U.S. Senator Richard Blumenthal, Senate Judiciary Committee member and former attorney general of Connecticut. "I will be looking closely at what this merger means for consumers and their pocketbooks."

U.S. Republican presidential nominee Donald Trump said at a rally he would block any AT&T-Time Warner deal if he wins the Nov. 8 election. Trump has complained about media coverage of his campaign, especially by Time Warner's CNN.

"It's too much concentration of power in the hands of too few," said Trump.

Representatives of his Democratic rival, Hillary Clinton, did not immediately respond to a request for comment.

CONTENT PLUS DELIVERY

AT&T, whose main wireless phone and broadband service business is showing signs of slowing, has already made moves to turn itself into a media powerhouse. It bought satellite TV provider DirecTV last year for $48.5 billion.

It had about 142 million North American wireless subscribers as of June 30, and about 38 million video subscribers through DirecTV and its U-verse service.

New York-based Time Warner is a major force in movies, TV and video games. Its assets include the HBO, CNN, TBS and TNT networks as well as the Warner Bros film studio, producer of the “Batman” and “Harry Potter” film franchises. The company also owns a 10 percent stake in video streaming site Hulu. The HBO network alone has more than 130 million subscribers.

AT&T Chief Executive Officer Randall Stephenson told reporters on a conference call that owning Time Warner and all its content will provide a greater competitive advantage than just continuing to license it.

Talks between Stephenson and Time Warner CEO Jeff Bewkes began in August, they said. "Jeff and I both had a vision that if you put these two together, you could innovate much faster," said Stephenson.

Bewkes, who rejected an $80 billion offer from Twenty-First Century Fox Inc (FOXA.O) in 2014, will stay on for an open-ended period of time to help with the integration.

Stephenson called the deal "vertical" rather than "horizontal" and played down regulatory hurdles.

"There's no competitor being removed from the marketplace, there's no competitive harm that is being rendered by putting these two companies together," said Stephenson. "So any concerns by the regulators, we believe, will be adequately addressed by conditions, that's our anticipation."

Time Warner must pay AT&T $1.725 billion if it finds a different buyer. If regulators block the deal, AT&T must pay Time Warner $500 million, according to people familiar with the deal.

The telecom and media sectors have been consolidating. In addition to Comcast's purchase of NBCUniversal, AT&T's wireless rival Verizon Communications Inc (VZ.N) is in the process of buying internet company Yahoo Inc (YHOO.O) for about $4.8 billion.

FINANCING

AT&T said it would finance the cash portion of the purchase with new debt and cash on its balance sheet. AT&T said it has an 18-month commitment for an unsecured bridge term facility for $40 billion.

AT&T has only $7.2 billion in cash on hand. Further borrowing could pressure its credit rating as it already had $120 billion in net debt as of June 30, according to Moody's.

AT&T said the deal would add to earnings per share in the first year after closing. It said it expected $1 billion in annual run-rate cost savings within three years of closing, chiefly driven by lower corporate and procurement spending.

Shortly after the deal was announced, AT&T reported third-quarter adjusted earnings per share of 74 cents, the same as in the year-ago period and matching Wall Street's average estimate, according to Thomson Reuters I/B/E/S. It hiked its quarterly dividend by a penny to 49 cents per share.

Time Warner said its third-quarter earnings, which have not yet been announced, would show growth in revenue and operating income at each division and double-digit earnings growth.

5G IS COMING

Owning more content gives cable and telecom companies bargaining leverage with other content companies as customers demand smaller, hand-picked cable offerings or switch to watching online. New mobile technology including next-generation 5G networks could make a content tie-up especially attractive for wireless providers.

"We think 5G mobile is coming, we think 5G mobile is an epic game-changer," Rich Tullo, director of research at Albert Fried & Co, said in a research note, adding that mobile providers would be in position to disrupt traditional pay-TV services.

A previous Time Warner blockbuster deal, its 2000 merger with AOL, is considered one of the most ill-advised corporate marriages on record.

Perella Weinberg Partners LP, Bank of America Corp and JPMorgan Chase & Co were financial advisers to AT&T, with Bank of America and JPMorgan also offering bridge financing, while Sullivan & Cromwell LLP and Arnold & Porter LLP provided legal advice.

Allen & Co LLC, Citigroup Inc and Morgan Stanley acted as financial advisers to Time Warner, while Cravath, Swaine & Moore LLP was its legal adviser.

(Additional reporting by David Shepardson, Liana Baker, Malathi Nayak and Diane Bartz; Writing by Bill Rigby; Editing by David Gregorio)