AT&T says nothing will change when it buys Time Warner. AT&T says everything will change when it buys Time Warner.


There’s an argument for regulators, and an argument for Wall Street.

When AT&T owns Time Warner, nothing will change; AT&T will treat Time Warner like a standalone company.

When AT&T owns Time Warner, AT&T will offer Time Warner stuff to its customers that they can’t get anywhere else.

Which version of that is true? Both versions! Just depends on who AT&T execs are trying to convince, as they look for government regulators and Wall Street to bless their $86 billion deal.

The regulator part is the really hard hurdle: Washington seems to be increasingly skeptical about mega deals like this — which is why it nixed Comcast-Time Warner Cable — and so AT&T has to convince officials that it won’t make it harder for people who don’t have AT&T to get “Game of Thrones” or the next Batman movie, or CNN.

AT&T has common sense on its side when it makes this argument, since if it limits access to Khaleesi or Batman or Wolf Blitzer, or provides special access to them, all of those things become less valuable for Comcast customers or Verizon customers or anyone who doesn’t get AT&T.

And even if AT&T wanted to do that, there’s zero chance regulators will let it happen. It’s a non-starter.

So why do the deal at all?

This is the argument AT&T started formally making to Wall Street today on a conference call.

There’s a boring version of the argument, which is as simple as this: AT&T is a good business and Time Warner is a good business. So if you own both businesses, you own two strong businesses.

But that’s boring. And it doesn’t explain why AT&T is paying a huge premium for Time Warner.

Cue other argument: When you combine the two companies, AT&T can do special things with content that it owns that it couldn’t do if it were just renting that content like everyone else.

Part of that will come because AT&T will have deep insight into what customers watch and what they want to watch, because it will have a direct relationship with them.

Some of this — super-smart, “addressable” ads, that know who you are and what you’re doing! — sounds like the kind of talk the tech/content world has been promising for years, and not delivering.

On the other hand, Netflix has been arguing for the past few years that it has a ton of information about what its customers like to watch, and it’s using that data to make decisions about what kind of stuff to show them. And Wall Street seems to love that argument.

But AT&T CEO Randall Stephenson isn’t stopping there. He says AT&T and Time Warner will indeed work super-closely together to bring AT&T customers things they can’t get other places, and to do things AT&T couldn’t do if it didn’t own Time Warner.

“When you’re talking about really tight integration, ownership is best,” he said Monday morning.

So what, exactly, does that tight integration look like?

Here, things get fuzzy. Again: AT&T can’t get you special access to Time Warner content that it sells to other places. Neither the market or the government will allow it.

I can imagine that AT&T eventually plans on using its big marketing and customer relationship resources to sell things like HBO Now to its customers, just like it has started doing with DirecTV, the satellite TV service it bought two years ago. So that’s something.

And Stephenson seems to think that he’ll be able to negotiate terms for future “over the top” services with Time Warner more easily, since he owns the company. Again, harder to see how that works in the real world, but we’ll see.

What else am I missing?

I’ve asked AT&T reps to spell this one out for me, so if they have anything else to add, I’ll plug it in below. Meantime, I’d love to hear from the super-smart people who read this site. Go ahead and hit me up on email or Twitter, and I’ll pull together your responses for another post…

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