SEC Filings

AT&T INC. filed this Form 425 on 11/09/2016
Entire Document

John Stephens^ Oh, I think the real key here is, simply put: mobile is video and video is mobile. We're seeing that happen every day with the traffic we carry, and we were interested in being able to marry with our great distribution systems -- our great broadband, wireless, wireline, our ability to deliver video -- marry that with the premium content player. And that certainly is Time Warner.

So we feel very good about that. You've seen us work with DTV now and other over-the-top type investments and opportunities.

We feel like having the content opportunity along with our distribution will eliminate the friction that usually takes place between -- in the companies trying to do innovation. It will accelerate innovation. It will generate consumer choice, new products for consumer. And it ultimately will generate investment.

When you put all that together, it's a great transaction for our customers and for our shareholders as well as for the American economy.

Jennifer Fritzsche^ If we look at the regulatory approval, the spread right now actually is improving with the market today. I was just going back and forth with my arb team; it's about 35% probability the way TWX is going to open today.

Can you talk a little bit about your thoughts on the approval process?

Am I correct in saying, I guess, two things: one, the FCC really shouldn't be involved in this deal because it likely will not involve the transfer of licenses? And then secondly, am I also correct in saying that case law is on your side here? Because it is a vertical integration, it would be precedent-setting.

John Stephens^ As you'd expect, we're going to follow all of the laws and regulatory requirements that a transaction like this requires, whether it be here in the US, in Europe, or in any of the Latin American countries. So that goes without saying.

With regard to a vertical integration transaction like this, you're right. The history is pretty clear.

In our industry there is nothing that we can find on record of the DOJ ever denying one of these mergers. And quite frankly, there's good reason for that, because it brings consumer choice, brings innovation, and it will benefit consumers.

So from that perspective, we're optimistic. We look forward to working through the process. But as always, the law and the facts will control that process.

With regard to any of the other agencies, it will depend on whether any licenses are transferred or not, and we'll determine that at a later date as Time Warner goes through their process. But if no licenses are transferred, and we do not need any of the licenses, the requirements will change with regard to those facts.

Jennifer Fritzsche^ Got it. We do have a lot of fixed-income people in the room here, so I'm going to ask some questions on the financing and leverage.

John Stephens^ Sure.
Page 2