AT&T May Put DOJ Antitrust Boss on Witness Stand

AT&T reportedly plans to put Makan Delrahim, U.S. Assistant Attorney General for the Antitrust Division at the Department of Justice, on the witness stand in next month’s federal trial regarding the telecom’s $85 billion acquisition of Time Warner, according to The Wall Street Journal.

The DOJ filed suit against the merger, claiming the deal would negatively affect consumers and the market.

In a twist, AT&T seeks to question – under oath – the government official responsible for the lawsuit.

Iranian-born Delrahim, who was nominated to the antitrust division by President Trump, and infamously gifted a baseball cap with the slogan, “Makan Antitrust Great Again,” upon his arrival, previously served in the position under President George W. Bush.

Why AT&T seeks to grill Delrahim – a corporate lawyer – revolves around his time as a lobbyist for Comcast, Google, Blue Cross Blue Shield and other major corporations.

Indeed, when the AT&T – Time Warner merger was first announced, Delrahim told a TV interview he didn’t think the merger posed a significant antitrust issue.

Of course, that was before he was appointed by Trump, who many observers believe stepped into the merger at the last minute for largely personal – not regulatory – reasons.

Trump has repeatedly called out CNN, which is owned by Time Warner unit Turner, as a facilitator of false news about him and his administration.

Scuttlebutt suggests the government could okay the deal if CNN and other properties were spun off — a scenario AT&T CEO Randall Stephenson said he wouldn’t agree to.

With AT&T on the hook to Time Warner for $500 million should the merger fail, expect to see Delrahim’s TV interview presented to him in court.

 

 

Report: Comcast Revisiting Disney Bid

Comcast reportedly is considering revising a previous bid for select assets of 21st Century Fox. The original $60+ billion bid was turned down in favor of Disney’s $52.4 billion offer largely due to antitrust concerns, according to The Wall Street Journal.

Rupert Murdoch, chairman of 21st Century Fox, owns WSJ parent News Corp.

While both companies’ bids for 20th Century Fox film and TV assets — which include Fox 2000, Fox Searchlight, majority control of Hulu, Star India, Sky, FX, Fox’s regional sports networks, including YES and $13.7 billion in Fox debt — were similar, Fox chose Disney’s lower offer due to regulatory concerns.

Indeed, when Comcast — one of the nation’s largest cable operators — acquired NBC Universal, it went to great lengths to assuage regulators’ concerns about unfair competition and monopolies. The company thus agreed to be a silent partner in Hulu, among other arbitration conditions that expired in January.

In acquiring Fox, Comcast seeks additional cable TV networks, in addition to content creation. It’s a strategy AT&T is following acquiring Time Warner. That deal’s future remains unknown and is now under litigation from the Department of Justice, citing antitrust issues.

Separately, Sen. Richard Blumenthal (D-Conn.) in December urged to the DOJ to re-investigate Comcast’s acquisition of NBC Universal following the end of government-imposed conditions.

“If your investigations determine that the Comcast-NBC acquisition will produce anticompetitive effects, even if the merger conditions are retained, you may need to reconsider separating Comcast and NBC universal in order to fully restore competition,” Blumenthal wrote Makan Delrahim, head of antitrust at DOJ.

Meanwhile, Fox has issues of its own. The company’s $16.3 billion attempt to acquire the remaining 61% stake in Sky — Europe’s largest satellite TV operator — was thrown a roadblock when the U.K. watchdog Competition and Markets Authority ruled the deal was not in the public interest.

“Media plurality goes to the heart of our democratic process,” Anne Lambert, chair of the CMA, said in a statement. “It is very important that no group or individual should have too much control of our news media or too much power to affect the political agenda.”

Fox, in a statement, said it would “continue to engage with the CMA ahead of the publication of the final report in May.” Negotiations reportedly could include divesting Sky News from Murdoch’s influence.

 

Hulu Posted $920 Million Equity Loss for Corporate Owners in 2017

Hulu, the No. 3 domestic subscription streaming video service with 17 million subscribers, generated $920 million in combined 2017 equity losses for corporate parents Walt Disney Co., Comcast, 21st Century Fox and Time Warner.

The SVOD service, which is 30% owned by Disney, Fox and Comcast, with Time Warner holding a 10% stake, generated equity losses of $531 million during the 2016 fiscal period.

Based on Comcast’s 10K regulatory filing, the media giant recorded an equity loss of $276 million in 2017, up 64.2 % from an equity loss of $168 million loss in 2016, and $106 million loss in 2015.

Comcast said the losses were driven by higher programming and marketing costs.

Indeed, Disney Feb. 6 revealed it expects more than $250 million in equity losses on Hulu in 2018. The revised projection is up from a previously anticipated loss of $100 million. Disney is on the hook for about $450 million in capital contributions to Hulu in 2018, according to a regulatory filing.

Disney, along with other Hulu corporate owners, expect to recoup the losses through content sales delivered by proprietary channels.

Regardless, BTIG Research analyst Rich Greenfield believes Hulu’s fiscal losses could reach $1.7 billion in 2018 – on top of an additional $1.5 billion in combined capital investment.

Greenfield says when Hulu’s relatively low loss to corporate owners was manageable, fiscal bean counters could spin the results. But as the losses deepen, Greenfield – in a blog note – wrote, “We have virtually no disclosure on the positive impact Hulu’s spending is having on its parent companies.”

 

 

 

Disney Ups Hulu 2018 Equity Loss to $250 Million

The Walt Disney Co. Feb. 6 revealed it expects more than $250 million in equity losses on Hulu in 2018. The revised projection is up from a previously disclosed loss of $100 million.

Disney co-owns (30%) Hulu, which has about 17 million subscribers, with 21st Century Fox (30%), Comcast (30%) and Time Warner (10%).

Disney would become majority owner of Hulu should its $52.4 billion acquisition of select Fox assets pass regulatory muster.

On the fiscal call, CFO Christine McCarthy said about a third of the loss ($82.5 million) would impact second quarter (ending March 31) financial results.

The executive said the increased losses are due to content licensing between Hulu’s equity owners. As a stake holder, Disney expects to recoup the loss through Disney-ABC Television Group content sales as well as various affiliate network revenue.

Disney is on the hook for about $450 million in capital contributions to Hulu in 2018, according to a regulatory filing.

On the fiscal call, Disney CEO Bob Iger said following the end of Netflix’s exclusive pay-TV distribution of its original Marvel, Pixar and Lucasfilm movies, all titles released in 2019 would be distributed through proprietary digital channels, including possibly Hulu.

“Hulu has an existing output deal with HBO that will last longer by a few years the deal we have with Netflix,” Iger said.

He said it remains Disney’s intention following closure of the Fox deal to grow the global direct-to-consumer business taking advantage of combined studios’ production output.

“We fully hope to expand our production of intellectual property under those [Fox, Disney] umbrellas — studio and television to feed multiple direct-to-consumer businesses that we own,” Iger said.

 

 

Time Warner’s AT&T Merger Cost Skyrockets to $279 Million

AT&T’s pending $85.4 billion acquisition of Time Warner continues to generate escalating costs for the media company.

While the deal – currently held up due to a Justice Department antitrust lawsuit – is predicated in part on fiscal synergies, Time Warner Feb. 1 reported the transaction generated $279 million in costs in fiscal 2017, including $3 million in the fourth quarter, ended Dec. 31.

Subsidiaries Turner, Warner Bros. and HBO accounted annual merger costs of $73 million, $78 million and $47 million, respectively. Time Warner corporate added another $91 million to the SG&A ledger.

The bulk of the costs are related to employee retention programs, including the issuance of 5.7 million in stock to select staff, including all senior executives at Time Warner – including CEO Jeff Bewkes and Warner Bros. CEO Kevin Tsujihara, according to a regulatory filing.

The merger – announced Oct. 16, 2016 – generated $42 million in related costs in 2016.

The fees could be moot should the merger not happen. AT&T is on the hook to Time Warner for $500 million should the government kill the deal.

While speculation suggests President Trump ordered the lawsuit due to his dislike of CNN, which he calls “fake news,” the DOJ argues the merger combining AT&T’s DirecTV with Time Warner’s TNT, HBO and CNN would form a monopoly that is detrimental to consumers and competitors.

Trial date is slated for March 19.

Verizon Eyes 5G Future as Fios TV Ups Sub Losses

Verizon Jan. 23 announced it plans to roll out 5G wireless functionality in upwards of five major cities in the second half of this year – the first wireless carrier to do so.

The technology should dramatically increase streaming video speeds, with 5G download speeds up to 10 gigabits-per-second compared to one gigabit-per-second for 4G LTE. The higher speed could result in downloading a HD movie in seconds.

Verizon aims to harness 5G technology with its new Oath platform, whose content brands include Yahoo, HuffPost, AOL, Tech Crunch and Engadget, among others.

The telecom, which recently inked license deals with the NBA and NFL, added 47,000 Fios high-speed Internet customers to end the fourth quarter (ended Dec. 31, 2017) with 5.9 million subs.

“The next industrial revolution will be on Verizon’s [5G] network and will positively impact society like no technology we have seen before,” CEO Lowell McAdam boasted on the fiscal call.

Meanwhile, Verizon’s pay-TV platform, Fios video, lost 29,000 subs in the quarter, to end the year down 75,000 subs at 4.6 million.

When asked whether Verizon would follow in the footsteps of AT&T and Walt Disney seeking to acquire a media company, McAdam punted. The executive admitted Disney’s acquisition of 20th Century Fox underscores the value of scale in the market place.

McAdam said the jury is out regarding the merits of Verizon acting as an independent distributor of content compared to owning and creating content.

“I think until all of this media consolidation [AT&T/Time Warner, Disney/Fox] shakes out, you really can’t determine whether that’s a path we would be interested in,” he said. “But I can say unequivocally there is nothing going on right now without considering a large media play [involved].”

“In fact, if you look at our actions like the NBA and the NFL announcement … we think being able to monetize through advertising and being independent is a very good place to play for us right now.”

Wall Street remains on the fence regarding Verizon’s first-mover 5G strategy.

“5G is going to be a hundred times faster than your typical Internet service, so not only is it going to be faster, it’s going to have better margins and give Verizon a ton of opportunity for new customer growth,” Michelle McKinnon, analyst with Payne Capital Management, told CNBC.

Jonathan Chaplin, analyst with New Street Research, said that while 5G enables Verizon to bridge technology divides in the market, doing so comes at a major fiscal cost.

“We’ve pegged it at least at $35 billion dollars,” Chaplin said. “That’s going to [more than] absorb the gains [Verizon is] going to get in tax reform savings over the next four or five years — which I don’t think the market is anticipating.”