AT&T wasted little time celebrating after a federal judge approved its $85 billion acquisition of content giant Time Warner, saying in a statement it will move quickly to close the deal on or before 20 June.

In a ruling handed down today (12 June), Judge Richard Leon rejected the US Department of Justice’s (DoJ) argument the deal would harm competition and consumer choice. He approved the transaction without any conditions.

AT&T general counsel David McAtee said in a statement the operator is “pleased” with the decision and looks forward to offering consumers “video entertainment that is more affordable, mobile and innovative”.

The defeat is the first for the DoJ in an antitrust case since 2004.

Implications

 Leon’s ruling reaffirmed the government’s tendency to approve deals between companies in non-competing spheres, which are known as vertical mergers. Analysts said the decision paves the way for a flurry of additional merger activity.

Recon Analytics founder Roger Entner told Mobile World Live the loss will make it tougher for DoJ antitrust head Makan Delrahim to fight other tie ups, including the proposed merger between Sprint and T-Mobile US.

“It will make M&A a lot easier because the DoJ has been weakened. Usually the DoJ has an 80 to 90 per cent win record when it comes to suing. The government usually doesn’t lose in court, so that’s a major setback for Makan Delrahim. He has a loss chalked up.”

The victory also means perks could soon be on the way for AT&T customers.

During the trial, AT&T disclosed plans to launch a new OTT video bundle which will include Time Warner channels. The service will cost most users $15 per month, but AT&T said its unlimited wireless customers will gain access for free.</s>A US federal judge cleared AT&T's planned acquisition of Time Warner overnight, drawing to a close the six-week antitrust trial which saw regulators and the White House argue that the $85bn deal would give AT&T undue leverage. Judge Richard Leon of the US District Court for the District of Columbia ruled the government, which claimed AT&T's acquisition would hurt competition in the pay-TV market, had "failed to meet its burden to establish that the proposed transaction is likely to lessen ...</s>AT&T announced Thursday evening that it has completed the acquisition of Time Warner. The announcement comes two days after a judge ruled that the deal does not violate antitrust laws.

"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," Randall Stephenson, chairman and CEO of AT&T, said in a statement. "We're going to bring a fresh approach to how the media and entertainment industry works for consumers, content creators, distributors and advertisers."

Time Warner head Jeff Bewkes is now officially the former chairman and CEO of the company; he will be a senior advisor during a transition period, AT&T said. Bewkes' direct reports will now report to John Stankey, who is the CEO of AT&T's media business.

Earlier Thursday, the Justice Department said in a court filing that it would not ask for a stay to stop the merger, and the companies and the Justice Department together said that the deal could be closed immediately.

On Tuesday, Judge Richard Leon had approved AT&T's $85 billion acquisition of Time Warner, rejecting the government's antitrust objections.

The Justice Department may still appeal the judge's ruling in the case.

"This does not mean we have made a decision about an appeal," a Justice Department spokesperson said. "We are still evaluating options."

Related: Judge approves $85 billion AT&T-Time Warner deal

AT&T and Time Warner had previously agreed not to close until six days after a ruling, to give the government time to consider asking for a stay.

The deal will unite Time Warner's TV shows and movies with AT&T's enormous distribution system, including cell phone and satellite networks.

Leon took apart the government's case in his opinion. In an unusual move, he warned the government against asking him for a stay. He said a stay would be "manifestly unjust" because it would effectively kill the acquisition.

AT&T argued the deal was critical to its survival in an industry increasingly dominated by Netflix, Facebook and other newcomers. The Justice Department said a combination would harm competition and raise prices for consumers.

Related: Which media companies are still up for grabs?

Officials in the Justice Department's antitrust division were "disappointed but not surprised" because the judge seemed to cast doubt on their arguments during trial, a source with knowledge of the department's thinking said.

Leon also told Justice Department lawyers in court that he did not believe the government was likely to win an appeal on the merits.

In a letter to the Justice Department, AT&T and Time Warner's lead lawyer, Daniel Petrocelli, laid out AT&T's plans for managing the Turner networks, which include CNN, HLN, TNT and TBS.

Turner will be managed as a "separate business unit," and AT&T will have no role in setting Turner's prices with distributors, the letter said. The number of Turner employees, pay levels and benefits "will remain largely unchanged," it said.

If a federal appeals court agrees to hear the case, it will probably go to a three-judge panel. A successful Justice Department appeal could undo the merger. If the government loses its appeal, it could still take the matter to the Supreme Court.

AT&T's acquisition of Time Warner is known as a vertical merger because the two companies do not directly compete with each other.

The Supreme Court has not heard a vertical merger case since the 1970s, and antitrust lawyers are eager for the high court to clarify modern standards on antitrust economics and law.</s>WASHINGTON -- AT&T and Time Warner have completed their merger, one of the biggest media deals ever, just two days after a federal judge approved the combination over objections by the Trump Justice Department that it would hurt consumers and competition.

The merger could shape the way consumers stream TV and movies and how much they pay, and may usher in a new era of accelerating change and deal making in the media and telecom worlds.
• None Wave of corporate mergers seen in wake of AT&T, Time Warner deal 



The deadline to complete the merger was next week, but the closing came swiftly after the Justice Department signaled it wouldn't ask the court to postpone the merger while it pondered an appeal of the judge's decision.

On Tuesday, U.S. District Judge Richard Leon ruled against the government's attempt to block the megamerger on anti-competitive grounds. The Trump administration had opposed the merger, which promises to join one of the country's biggest telecom providers with a media powerhouse that owns the Warner Bros. movie studio and DC Comics as well as the cable-TV networks CNN, HBO, TBS and TNT.

The Justice Department had pressured Time Warner to sell Turner Broadcasting, which includes the cable news operation CNN, or other segments of the business, which both companies resisted. They've now won that bet.

In his opinion, Leon cited the "tectonic changes" brought about by the likes of Netflix, Hulu and Amazon and consumers choosing to cut the cable cord. "AT&T and Time Warner concluded that each had a problem the other could solve," he wrote. "Together, AT&T and Time Warner concluded that both companies could stop 'chasing taillights' and catch up with the competition."</s>AT&T has announced the closure of an $85 billion deal to acquire Time Warner.

On Thursday, the wireless tech giant said the takeover is now complete and will give customers a "differentiated, high-quality, mobile-first entertainment experience."

The announcement was made only a few days after US District Court Judge Richard Leon ruled that the acquisition may proceed, with no special conditions attached.

In a statement, AT&T CEO Randall Stephenson said, "We're going to bring a fresh approach to how the media and entertainment industry works for consumers, content creators, distributors, and advertisers."

In order to finance the deal, AT&T has issued 1.185 million shares of common stock and paid $42 billion in cash. Including net debt accrued from Time Warner, AT&T now has $180.4 billion in net debt.

Under the terms of the deal, Time Warner shareholders will receive 1.4 shares of AT&T common stock, alongside $53.75 in cash per Time Warner share.

TechRepublic: AT&T looks to improve US public safety with network dedicated to first responders

The former chairman and CEO of Time Warner, Jeff Bewkes, will remain as a senior advisor during the transition period.

The Trump Administration will not be pleased with the news, having opposed the merger.

The US Department of Justice (DoJ) had sued to quash the deal, claiming that such a takeover would hamper competition, reduce innovation in the media and pay-TV space, and would eventually result in price hikes for consumers.

In particular, the DoJ argued that AT&T's ownership of satellite television provider DirecTV and Time Warner -- together with its Turner subsidiary -- could harm rival pay-TV companies. The DoJ has previously said the merged company could use Time Warner content as a "weapon" to hike up prices.

However, Leon ruled that the US government had failed to prove the acquisition was not permissible under antitrust rules.

The DoJ has 60 days to appeal the court's ruling, even though the acquisition has closed.

However, the US agency has not requested a freeze on the ruling while deciding whether or not to challenge the deal.
• Equifax names former IBM Watson exec as new CTO</s>A federal judge handed AT&T a sweeping victory on Tuesday and approved its $85 billion acquisition of Time Warner, a deal that promises to reshape the media industry.

After a six-week trial, Judge Richard Leon ruled that the government had failed to prove that the deal violates antitrust law.

Using unusually strong language, he discouraged the Justice Department from asking him to put the ruling on hold while they consider an appeal. He said such a request would be “manifestly unjust” because it would have the effect of killing the acquisition.

AT&T vowed to close the deal by June 20 — creating a powerhouse that will unite Time Warner’s movies and TV shows with AT&T’s enormous distribution system, including cell phone and satellite networks.

The deal was announced in October 2016. The Justice Department sued in November 2017 to stop it, arguing that it would harm competition and raise prices for consumers.

AT&T said it needed Time Warner to survive in a rapidly changing media landscape, especially to compete against the likes of Netflix and Amazon.

The judge had the option of rejecting the deal outright or demanding certain conditions, including that AT&T sell some of Time Warner’s assets. But he signed off on the deal with no conditions and ripped the government’s case apart.

“The Government has failed to meet its burden of proof to show that the merger is likely to result in a substantial lessening of competition,” he wrote in his ruling.

Related: Why Corporate America is watching the AT&T-Time Warner trial so closely

Makan Delrahim, the Justice Department’s top antitrust official, said the government was disappointed in the ruling and would “consider next steps.”

“We continue to believe that the pay-TV market will be less competitive and less innovative as a result of the proposed merger between AT&T and Time Warner,” he said in a statement.

AT&T and Time Warner’s lead lawyer, Daniel Petrocelli, said outside court that the companies were gratified and relieved.

“The case stands as a testament to the wisdom of this combination of these two great companies and how it will benefit consumers for generations to come,” he told reporters.

The judge’s ruling will likely be seen by tech and telecom giants as a green light to pursue a slew of major media acquisitions.

Comcast is widely expected to bid within days for part of 21st Century Fox. That would set up a showdown with Disney, which has already put in a bid for those assets. Fox stock jumped more than 6% in after-hours trading following the ruling.

“Brian Roberts and Team Comcast are cleared to bid,” BTIG Research analyst Rich Greenfield told CNNMoney after the ruling. “The question is whether Disney is ready.”

Some of AT&T’s top executives traveled to Washington for the announcement. AT&T CEO Randall Stephenson remained at company headquarters in Dallas, and he learned of the ruling when AT&T general counsel David McAtee called him, a spokesperson said.

The Time Warner deal is a crucial achievement for Stephenson, who views AT&T as competing with Google, Facebook, Netflix and other Silicon Valley giants.

Related: AT&T-Time Warner ruling: The media industry hangs in the balance

Outgoing Time Warner CEO Jeff Bewkes also learned the news from a phone call, and he was relieved and very happy about the ruling, a spokesperson said.

AT&T announced plans to acquire Time Warner on October 22, 2016. That same day, Donald Trump, then a candidate for president, pledged that his administration would block the deal.

“As an example of the power structure I’m 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,” he said.

More than a year later, the Trump Justice Department sued to stop the deal.

Related: Was Trump a factor? Time Warner says DOJ suit was motivated by politics

The government alleged that a combined AT&T-Time Warner would have too much leverage in negotiations with television distributors, which would hurt competitors, harm innovation and could lead to increased cable prices for consumers.

AT&T and Time Warner say the combined company can leverage viewer data to make better content to sell more targeted ads, which they claim could help lower prices for consumers.

During the trial, the judge heard from dozens of witnesses, including Stephenson and Bewkes.

Initially, AT&T and Time Warner planned to use a “selective enforcement” defense, alleging that the administration was blocking the deal because of Trump’s dislike of CNN.

But Leon blocked discovery on certain White House communications that AT&T and Time Warner were seeking, and the companies dropped that defense, choosing to litigate the case on pure antitrust grounds.</s>WASHINGTON — AT&T's $85.4 billion acquisition of media giant Time Warner can proceed, a federal judge said Tuesday.

U.S. District Judge Richard Leon ruled that the combined companies do not pose a danger to consumers, a decision that amounts to a resounding win for the two companies.

Leon ruled that AT&T can buy all of Time Warner without any conditions, such as selling certain assets or agreeing to refrain from raising prices. Industry analysts had expected AT&T to win, but many speculated that the judge would force the company to agree to certain measures.

The judge, based in Washington, has spent the last few months listening to arguments for and against the deal. AT&T and Time Warner claimed the deal will be good for consumers and help them compete against tech companies such as Google and Facebook. The Department of Justice, with the support of President Donald Trump, opposed the merger, arguing that the combined companies would be too powerful and reduce competition.

Makan Delrahim, the antitrust chief of the DOJ, said in a statement that he and his staff are "disappointed" but will "closely review the Court's opinion and consider next steps," leaving the door open for an appeal of the ruling.

The acquisition will create one of the most powerful companies in global media, marrying AT&T's widespread consumer distribution capabilities with the crown jewels of Time Warner, including HBO, Warner Bros. film and TV studios, and TV channels including CNN, TNT and TBS.

Gary Ginsberg, executive Vice President of Time Warner, said that they were happy with the decision.

“We are grateful to the court for seeing it the way we did, for recognizing this case was meritless," Ginsberg said. “It was political and should never have been brought in the first place."

Ginsberg added that Time Warner CEO Jeff Bewkes is “happy and relieved.”

Approval of the deal is expected to trigger more deals that could redraw the media and marketing landscape. Comcast is now expected to make an aggressive bid for parts of 21st Century Fox, which already has a deal to sell some of its entertainment assets to Disney.</s>Following Tuesday’s ruling from a federal judge, AT&T today has completed its acquisition of Time Warner. The deal, valued at $85 billion, was first announced in 2016 but faced a slew of regulatory delays due to antitrust concerns…

Now that the deal has been completed, Time Warner’s handful of media properties are now under the ownership of AT&T. This includes HBO, CNN, Warner Bros., and more. Critics of the deal say owning this content gives AT&T an unfair advantage and the ability to promote its own content over that from its competitors.

Time Warner will be combined with AT&T’s unnamed media arm. Former Time Warner CEO Jeff Bewkes will remain with the company during the transition as a senior advisor. Once the transition is complete, he will report to John Stankey, AT&T’s media CEO.

In a memo to employees, shared by Brian Stelter of CNN, AT&T CEO Randall Stephenson welcomed Time Warner employees to the company and said they will have the ability to continue exercising their creative freedom:

“As different as our businesses are, I think you’ll find we have a lot in common. Like you, we take immense pride in what we do. And we have a passion for always doing the right thing and supporting our communities. We’re big fans of your talent and creativity. And you have my word that you will continue to have the creative freedom and resources to keep doing what you do best.”

In AT&T’s press release announcing the deal, Stephenson said the content from Time Warner will let AT&T bring a “fresh approach” to how the media and entertainment industries work for consumers, creators, distributors, and advertisers:

At one point, it was rumored that Apple was interested in possibly acquiring Time Warner and was closely following the progress of the AT&T talks. That, however, never came to fruition.

The full press release is available here. The deal is sure to be controversial, so let us know what you think down in the comments!

Subscribe to 9to5Mac on YouTube for more Apple news:</s>Telecom giant AT&T has wasted no time, completing its long-in-the-works acquisition of media company Time Warner two days after a federal court judge approved the deal without any restrictions. The Federal Trade Commission had tried to block the transaction on anti-trust grounds. (Some, apparently including Time Warner , suspected that President Trump’s animus towards its CNN operation was a factor.)

AT&T paid $85.4 billion for Time Warner, which owns HBO, CNN, and other cable networks. The company is now starting to detail how it will organize the Time Warner assets under the AT&T umbrella.

“The content and creative talent at Warner Bros., HBO and Turner are first-rate,” said AT&T CEO Randall Stephenson in a statement. “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,” Stephenson said.

AT&T will now comprise four main parts: AT&T Communications (mobile and wireline broadband services), the as-yet-to-be-named media business (containing the Time Warner networks), AT&T International (all services and networks outside the U.S.), and AT&T’s as-yet-to-be-named advertising and analytics business.

The general strategy behind the Time Warner acquisition is to add significant media assets to AT&T’s existing distribution networks, and layer in a data-driven advertising operation that can tailor specific ads to specific customers.

AT&T’s court victory is widely expected to touch off a wave of consolidation, pairing distribution, media, and advertising companies. The first to move is Comcast, which is trying to best Disney’s existing bid for much of 21st Century Fox. There will be others to come.</s>Just days after a judge approved AT&T’s acquisition of Time Warner , the storied media company has a new name: WarnerMedia.

CNN reports that the company’s new CEO, John Stankey, announced the change Friday afternoon. Part of the rationale was that people continued to get confused between Time Warner, the parent company of HBO and Warner Bros., and Time Warner Cable, the much-hated cable company that was bought by Charter in 2016 and rebranded as Spectrum.

Stankey wrote in an internal memo to employees that the brands of these smaller subdivisions of the company–HBO, Warner Bros., and Turner–will continue to outweigh the corporation’s new name in importance.

Combined with Meredith’s acquisition of Time Inc. in 2017 and now this name change, the name of “Time” is almost entirely gone from the U.S. media landscape. Besides Time magazine itself, the last remnant is the books and music publisher Time Life.
AT&T completes its acquisition of Time Warner. The announcement comes two days after a judge ruled that the deal does not violate antitrust laws.