AT&T
formally agreed on Sunday to buy DirecTV for about $48 billion,
striking a merger that will further reshape how Americans pay for
television and connect to the Internet.
It will join a growing list of
telecommunications giants looking to consolidate their industry,
creating bigger national carriers as they adapt to the shifts in
broadband and video access.
Already, Comcast has bid to solidify itself as one of the dominant high-speed Internet providers by seeking to buy Time Warner Cable for $45 billion. And Sprint, which is controlled by the Japanese telecom company SoftBank, has made no secret of its desire to merge with T-Mobile USA.
“The media chessboard is moving more this
year than it has in the past decade,” said Richard Greenfield, an
analyst with BTIG. “You’re seeing major shifts. Everyone is jockeying
for position.”
By acquiring the country’s biggest satellite
television operator, AT&T will help bolster its competitive position
against Comcast. Though pay television is considered a mature market
whose subscriber growth has slowed sharply in recent years, the business
nonetheless generates billions of dollars in cash.
Through the acquisition, AT&T will
transform itself from a relatively small player in the sector to the
second-biggest provider, coming in second only to Comcast. AT&T has
about 5.7 million TV customers through its U-verse service, while the
satellite TV operator has about 20.3 million customers in the United
States.
Under the agreement’s terms, AT&T will
pay $95 a share in stock and cash, roughly 10 percent above DirecTV’s
closing stock price on Friday and about 30 percent higher than where its
shares were trading before word of a potential transaction began to
emerge.
Including the assumption of DirecTV’s debt,
the deal is valued at about $67.1 billion. Existing DirecTV shareholders
would own 15 percent to 16 percent of the combined company after
closing, which is expected in a year’s time.
The deal is the biggest in years for
AT&T, which has long looked to acquisitions for growth. It is the
largest transaction that the company has announced since its aborted $39
billion offer for T-Mobile three years ago, a takeover fiercely opposed
by antitrust regulators because it would have cut the number of
wireless phone service providers.
This time, the company is likely to face less
heat from the federal government. Regulators are considered likely to
look favorably upon a deal that creates a bulwark against a strengthened
Comcast.
“They want wireless to compete with wires,”
Mr. Greenfield said. “The only way to complete that is to allow these
deals to occur.”
And at the same time, by moving forward with
its DirecTV deal now, AT&T will most likely complicate regulatory
approvals for the cable television merger, according to several
investment bankers.
But it is unclear whether shareholders and
analysts will show enthusiasm for the DirecTV takeover, questioning the
strategic fit.
“When I first heard the news, I was scratching my head,” said Jim Nail, an analyst with Forrester Research. “Satellite is kind of a doomed technology. I don’t see it being a long-term proposition.”
Part of the attraction may be DirecTV’s ample
cash flow. While its business has shown little growth in recent years,
it generated about $8 billion in earnings last year. Much of that will
go toward investments in growth, AT&T said, including bidding at
least $9 billion for wireless network capacity that the government plans
to auction off soon.
By gaining satellite TV, AT&T may also be able to free up capacity on its existing broadband network.
The acquisition will also bring DirecTV’s
existing content agreements at a time when AT&T has made video
services a priority. The satellite TV company’s offerings include the National Football League’s Sunday Ticket, and it owns minority stakes in networks like Game Show Network, MLB Network and the Sundance Channel.
Buying DirecTV will also expand AT&T’s
presence in Latin America, where the satellite company already has more
than 18 million customers and expects to grow substantially as more
households subscribe to pay TV services.
DirecTV, meanwhile, will become part of a
huge parent with multiple service offerings, solving the pressing
problem of slowing growth.
AT&T intends to pay for the deal with
cash on hand, debt and the sale of some assets. To help ease regulatory
concerns in Latin America, the company plans to sell its roughly 8
percent stake in America Movil, the telecommunications giant controlled
by the billionaire Carlos Slim HelĂș.
Meanwhile, the continued consolidation may
prompt Sprint and SoftBank to proceed with a bid for T-Mobile, a deal
that has already faced vocal opposition from several officials at the Federal Communications Commission. In that view, a merger would shrink an already consolidated industry to an unacceptable three major players.
But Sprint and SoftBank have argued that such
a deal would create more competition in the fast-growing wireless
space, creating a more formidable opponent to Verizon and AT&T.
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